WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Depositor and WACHOVIA BANK, NATIONAL ASSOCIATION Master Servicer and CWCAPITAL ASSET MANAGEMENT LLC Special Servicer and WELLS FARGO BANK, N.A. Trustee and U.S. BANK NATIONAL ASSOCIATION Co-Trustee...

WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
Depositor

and

WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer

and

CWCAPITAL ASSET MANAGEMENT LLC
Special Servicer

and

XXXXX FARGO BANK, N.A.
Trustee

and

U.S. BANK NATIONAL ASSOCIATION
Co-Trustee

POOLING AND SERVICING AGREEMENT

Dated as of October 1, 2006

$3,316,568,000

Commercial Mortgage Pass-Through Certificates

Series 2006-C28

TABLE OF CONTENTS

					Page
ARTICLE I.		DEFINITIONS			5
	Section 1.01.		Defined Terms		5
ARTICLE II.		CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES			89
	Section 2.01.		Conveyance of Mortgage Loans		89
	Section 2.02.		Acceptance of the Trust Fund by Trustee		91
	Section 2.03.		Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans for Document Defects and Breaches of Representations and Warranties		95
	Section 2.04.		Representations and Warranties of Depositor		99
	Section 2.05.		Conveyance of Majority Mortgage Loans and the Four Seasons Resort and Club - Dallas, TX Loan; Acceptance of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and Additional Interest Grantor Trust by Trustee		101
	Section 2.06.		Issuance of Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests		101
	Section 2.07.		Conveyance of Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests; Acceptance of REMIC I by the Trustee		102
	Section 2.08.		Conveyance of Mortgage Loans; Acceptance of REMIC I and Additional Interest Grantor Trust by Trustee		102
	Section 2.09.		Issuance of the REMIC I Regular Interests; Execution, Authentication and Delivery of Class R-I Certificates		102
	Section 2.10.		Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee		102
	Section 2.11.		Execution, Authentication and Delivery of REMIC II Certificates; Class A-4FL Regular Interest		103
	Section 2.12.		Execution, Authentication and Delivery of Class A-4FL Certificates		103
	Section 2.13.		Execution, Authentication and Delivery of Class Z Certificates		103
ARTICLE III.		ADMINISTRATION AND SERVICING OF THE TRUST FUND			103
	Section 3.01.		Administration of the Mortgage Loans		103
	Section 3.02.		Collection of Mortgage Loan Payments		107

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TABLE OF CONTENTS
(continued)

	Section 3.03.		Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts		109
	Section 3.04.		Certificate Account, Interest Reserve Account, Gain-on-Sale Reserve Account, Additional Interest Account, Distribution Account, Companion Distribution Account and Floating Rate Interest Shortfall Account		113
	Section 3.05.		Permitted Withdrawals from the Certificate Account, Distribution Account, Interest Reserve Account, Additional Interest Account, Gain-on-Sale Reserve Account, Companion Distribution Account and Floating Rate Interest Shortfall Account		118
	Section 3.06.		Investment of Funds in the Servicing Accounts, Reserve Accounts, Floating Rate Account, Certificate Account, Interest Reserve Account, Distribution Account, Companion Distribution Account, Additional Interest Account, Gain-on-Sale Reserve Account and REO Account		128
	Section 3.07.		Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage		130
	Section 3.08.		Enforcement of Alienation Clauses		133
	Section 3.09.		Realization Upon Defaulted Mortgage Loans; Required Appraisals		137
	Section 3.10.		Trustee and Custodian to Cooperate; Release of Mortgage Files		141
	Section 3.11.		Servicing Compensation		142
	Section 3.12.		Property Inspections; Collection of Financial Statements; Delivery of Certain Reports		146
	Section 3.13.		Annual Reports on Assessment of Compliance with Servicing Criteria and Annual Statement as to Compliance		150
	Section 3.14.		Attestation by Independent Public Accountants		152
	Section 3.15.		Access to Certain Information		153
	Section 3.16.		Title to REO Property; REO Account		157
	Section 3.17.		Management of REO Property		159
	Section 3.18.		Resolution of Defaulted Mortgage Loans and REO Properties		162
	Section 3.19.		Additional Obligations of Master Servicer and Special Servicer		167
	Section 3.20.		Modifications, Waivers, Amendments and Consents		168
	Section 3.21.		Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping		175

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TABLE OF CONTENTS
(continued)

	Section 3.22.		Sub-Servicing Agreements		179
	Section 3.23.		Representations and Warranties of Master Servicer and Special Servicer		182
	Section 3.24.		Sub-Servicing Agreement Representation and Warranty		185
	Section 3.25.		Designation of Controlling Class Representative		185
	Section 3.26.		Companion Paying Agent		188
	Section 3.27.		Companion Register		188
	Section 3.28.		Future Debt Secured by Interests in Related Borrowers		189
	Section 3.29.		Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans		189
	Section 3.30.		Litigation Control		193
	Section 3.31.		Swap Contract		195
ARTICLE IV.		DISTRIBUTIONS TO CERTIFICATEHOLDERS			197
	Section 4.01.		Distributions		197
	Section 4.02.		Statements to Certificateholders; CMSA Loan Periodic Update File		217
	Section 4.03.		P&I Advances		223
	Section 4.04.		Allocation of Realized Losses and Additional Trust Fund Expenses; Allocation of Certificate Deferred Interest; Allocation of Appraisal Reduction Amounts		227
	Section 4.05.		Calculations		230
	Section 4.06.		Use of Agents		231
ARTICLE V.		THE CERTIFICATES			231
	Section 5.01.		The Certificates		231
	Section 5.02.		Registration, Transfer and Exchange of Certificates		232
	Section 5.03.		Book-Entry Certificates		238
	Section 5.04.		Mutilated, Destroyed, Lost or Stolen Certificates		240
	Section 5.05.		Persons Deemed Owners		240
ARTICLE VI.		THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE			240
	Section 6.01.		Liability of Depositor, Master Servicer and Special Servicer		240

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TABLE OF CONTENTS
(continued)

	Section 6.02.		Merger, Consolidation or Conversion of Depositor or Master Servicer or Special Servicer		240
	Section 6.03.		Limitation on Liability of Depositor, Master Servicer and Special Servicer		241
	Section 6.04.		Resignation of Master Servicer and the Special Servicer		242
	Section 6.05.		Rights of Depositor and Trustee in Respect of Master Servicer and the Special Servicer		243
	Section 6.06.		Depositor, Master Servicer and Special Servicer to Cooperate with Trustee		244
	Section 6.07.		Depositor, Master Servicer, Special Servicer and Trustee to Cooperate with Co-Trustee		244
	Section 6.08.		Depositor, Special Servicer, Trustee and Co-Trustee to Cooperate with Master Servicer		244
	Section 6.09.		Depositor, Master Servicer, Trustee and Co-Trustee to Cooperate with Special Servicer		244
	Section 6.10.		Designation of Special Servicer by the Controlling Class and Controlling Holders		244
	Section 6.11.		Master Servicer or Special Servicer as Owner of a Certificate		245
	Section 6.12.		The Controlling Class Representative		246
ARTICLE VII.		DEFAULT			249
	Section 7.01.		Events of Default		249
	Section 7.02.		Co-Trustee or Trustee to Act; Appointment of Successor		254
	Section 7.03.		Notification to Certificateholders and Companion Holders		256
	Section 7.04.		Waiver of Events of Default		256
	Section 7.05.		Additional Remedies of Trustee Upon Event of Default		256
ARTICLE VIII.		CONCERNING THE TRUSTEE AND THE CO-TRUSTEE			257
	Section 8.01.		Duties of Trustee and Co-Trustee		257
	Section 8.02.		Certain Matters Affecting Trustee and Co-Trustee		258
	Section 8.03.		Trustee Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans		260
	Section 8.04.		Trustee and Co-Trustee May Own Certificates		260
	Section 8.05.		Fees and Expenses of Trustee and Co-Trustee; Indemnification of Trustee and Co-Trustee		260
	Section 8.06.		Eligibility Requirements for Trustee and Co-Trustee		261

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TABLE OF CONTENTS
(continued)

	Section 8.07.		Resignation and Removal of Trustee or Co-Trustee		262
	Section 8.08.		Successor Trustee or Co-Trustee		264
	Section 8.09.		Merger or Consolidation of Trustee or Co-Trustee		264
	Section 8.10.		Appointment of Additional Co-Trustee or Separate Trustee		264
	Section 8.11.		Appointment of Custodians		266
	Section 8.12.		Appointment of Authenticating Agents		267
	Section 8.13.		Access to Certain Information		268
	Section 8.14.		Appointment of REMIC Administrators		268
	Section 8.15.		Representations and Warranties of Trustee		269
	Section 8.16.		Representations and Warranties of Co-Trustee		270
	Section 8.17.		Appointment of the Paying Agent		271
	Section 8.18.		Reports to the Securities and Exchange Commission; Available Information		272
	Section 8.19.		Maintenance of Mortgage File		283
ARTICLE IX.		TERMINATION			283
	Section 9.01.		Termination Upon Repurchase or Liquidation of All Mortgage Loans		283
	Section 9.02.		Additional Termination Requirements		287
ARTICLE X.		ADDITIONAL TAX PROVISIONS			288
	Section 10.01.		REMIC Administration		288
	Section 10.02.		Administration of the Additional Interest Grantor Trust		293
ARTICLE XI.		MISCELLANEOUS PROVISIONS			295
	Section 11.01.		Amendment		295
	Section 11.02.		Recordation of Agreement; Counterparts		297
	Section 11.03.		Limitation on Rights of Certificateholders		298
	Section 11.04.		Governing Law		299
	Section 11.05.		Notices		299
	Section 11.06.		Severability of Provisions		300
	Section 11.07.		Grant of a Security Interest		300
	Section 11.08.		Xxxxxx Xxx		000
	Section 11.09.		Successors and Assigns; Beneficiaries		301

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TABLE OF CONTENTS
(continued)

	Section 11.10.		Article and Section Headings		301
	Section 11.11.		Notices to Rating Agencies		301
	Section 11.12.		Complete Agreement		302

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EXHIBITS

Exhibit Description		Exhibit No.		Section Reference
Form of Class A-1 Certificate		A-1		Section 1.01 Definition of “Class A-1 Certificate”
Form of Class A-2 Certificate		A-2		Section 1.01 Definition of “Class A-2 Certificate”
Form of Class A-PB Certificate		A-3		Section 1.01 Definition of “Class A-PB Certificate”
Form of Class A-3 Certificate		A-4		Section 1.01 Definition of “Class A-3 Certificate”
Form of Class A-4 Certificate		A-5		Section 1.01 Definition of “Class A-4 Certificate”
Form of Class A-4FL Certificate		A-6		Section 1.01 Definition of “Class A-4FL Certificate”
Form of Class A-1A Certificate		A-7		Section 1.01 Definition of “Class A-1A Certificate”
Form of Class IO Certificate		A-8		Section 1.01 Definition of “Class IO Certificate”
Form of Class A-M Certificate		A-9		Section 1.01 Definition of “Class A-M Certificate”
Form of Class A-J Certificate		A-10		Section 1.01 Definition of “Class A-J Certificate”
Form of Class B Certificate		A-11		Section 1.01 Definition of “Class B Certificate”
Form of Class C Certificate		A-12		Section 1.01 Definition of “Class C Certificate”
Form of Class D Certificate		A-13		Section 1.01 Definition of “Class D Certificate”
Form of Class E Certificate		A-14		Section 1.01 Definition of “Class E Certificate”
Form of Class F Certificate		A-15		Section 1.01 Definition of “Class F Certificate”
Form of Class G Certificate		A-16		Section 1.01 Definition of “Class G Certificate”
Form of Class H Certificate		A-17		Section 1.01 Definition of “Class H Certificate”

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Form of Class J Certificate		A-18		Section 1.01 Definition of “Class J Certificate”
Form of Class K Certificate		A-19		Section 1.01 Definition of “Class K Certificate”
Form of Class L Certificate		A-20		Section 1.01 Definition of “Class L Certificate”
Form of Class M Certificate		A-21		Section 1.01 Definition of “Class M Certificate”
Form of Class N Certificate		A-22		Section 1.01 Definition of “Class N Certificate”
Form of Class O Certificate		A-23		Section 1.01 Definition of “Class O Certificate”
Form of Class P Certificate		A-24		Section 1.01 Definition of “Class P Certificate”
Form of Class Q Certificate		A-25		Section 1.01 Definition of “Class Q Certificate”
Form of Class R-I  Certificate		A-26		Section 1.01 Definition of “Class R-I  Certificate”
Form of Class R-II Certificate		A-27		Section 1.01 Definition of “Class R-II  Certificate”
Form of Class Z Certificate		A-28		Section 1.01 Definition of “Class Z  Certificate”
Form of Class FS Certificate		A-29		Section 1.01 Definition of “Class FS Certificate”
Mortgage Loan Schedule		B		Section 1.01 Definition of “Mortgage Loan Schedule”
Schedule of Exceptions to Mortgage File Delivery		C-1		Section 2.02(a)
Form of Custodial Certification		C-2		Section 2.02(b)
Form of Master Servicer Request for Release		D-1		Section 1.01 Definition of “Request for Release”; Section 2.03(b); Section 3.10(a); and Section 3.10(b)
Form of Special Servicer Request for Release		D-2		Section 1.01 Definition of “Request for Release”; Section 3.10(b)
Calculation of NOI/Debt Service Coverage Ratios		E		Section 1.01 Definition of “Net Operating Income”
Form of Transferor Certificate		F-1		Section 5.02(b)
Form of Transferee Certificate for QIBs		F-2		Section 5.02(b)

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Form of Transferee Certificate for Non-QIBs		F-3		Section 5.02(b)
Form of Transferee Certificate for Transfers Pursuant to Regulation S		F-4		Section 5.02(b)
Form of Transferee Certificate for Exchange or Transfer From Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period		F-5		Section 5.02(b)
Form of Transferee Certificate for Exchange or Transfer From Domestic Global Certificate to Regulation S Global Certificate After the Restricted Period		F-6		Section 5.02(b)
Form of Transferee Certificate		G		Section 5.02(c)
Form of Transfer Affidavit and Agreement Pursuant to Section 5.02(d)(i)(B)		H-1		Section 5.02(d)(i)(B)
Form of Transferor Certificate Pursuant to Section 5.02(d)(i)(D)		H-2		Section 5.02(d)(i)(D)
Form of Notice and Acknowledgment		I-1		Section 6.09
Form of Acknowledgment of Proposed Special Servicer		I-2		Section 6.09
List of Earnout and Holdback Mortgage Loans		J		Section 3.20(j)
Form of Certificateholder Confirmation Certificate Request by Beneficial Holder		K-1		Section 1.01 Definition of “Privileged Person”; Section 3.15(a)
Form of Prospective Purchaser Certificate		K-2		Section 1.01 Definition of “Privileged Person”; Section 3.15(a)
Initial Companion Holders		L		Section 3.27
Form of Purchase Option Notice		M		Section 3.18(e)
Form of Defeasance Certificate		N		Section 3.20(h)
Form of Depositor Certification		O		Section 8.18(k)(v); Section 8.18(n)
Form of Trustee Certification		P		Section 8.18(d)
Form of Master Servicer Certification		Q-1		Section 8.18(d)

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Form of Special Servicer Certification		Q-2		Section 8.18(d)
Class A-PB Planned Principal Balance Schedule		R		Section 1.01 Definition of “Class A-PB Planned Principal Amount”
Relevant Servicing Criteria		S		Section 1.01 Definition of “Relevant Servicing Criteria”
RESERVED		T
Additional Form 10-D Disclosure		U		Section 8.18(i)
Additional Disclosure Notification		V		Section 1.01 Definition of “Additional Disclosure Notification”; Section 8.18(i)
Additional Form 10-K Disclosure		W		Section 8.18(k)
Form 8-K Disclosure Information		X		Section 8.18(j)
Sub-Servicer List		Y		Section 8.18(f)
Tenants-in-Common Transfer Compliance		Z		Section 3.08(a)(ii)
Officer’s Certificate of Master Servicer re: Tenants-in-Common Approvals		AA		Section 3.08(a)(ii)

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POOLING AND SERVICING AGREEMENT

                    This Pooling and Servicing Agreement (this “Agreement”) is dated and effective as of October 1, 2006, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, CWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer, XXXXX FARGO BANK, N.A., as Trustee, and U.S. BANK NATIONAL ASSOCIATION as Co-Trustee.

PRELIMINARY STATEMENT:

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

                    An election will be made to treat the segregated pool of assets consisting of the Four Seasons Resort and Club - Dallas, TX Loan 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 “Four Seasons Resort and Club - Dallas, TX Loan REMIC”.  The Class R-I Certificates will, in part, represent the sole class of “residual interests” in the Four Seasons Resort and Club - Dallas, TX Loan REMIC for purposes of the REMIC Provisions under federal income tax law. The Four Seasons Resort and Club - Dallas, TX Loan REMIC Pooled Regular Interest and the Class FS-NP Uncertificated Interest will be the “regular interests” in the Four Seasons Resort and Club - Dallas, TX Loan REMIC for purposes of the REMIC Provisions, will not be certificated and will be held by REMIC I.

                    The ownership interest in the Four Seasons Resort and Club - Dallas, TX Loan, as part of the Four Seasons Resort and Club - Dallas, TX Loan REMIC related to the Four Seasons Resort and Club - Dallas, TX Loan, will be split into a senior undivided ownership interest in the portion of the Four Seasons Resort and Club - Dallas, TX Loan REMIC related to the Four Seasons Resort and Club - Dallas, TX Loan (the “Four Seasons Resort and Club - Dallas, TX Pooled Component”) and a subordinate undivided ownership interest in such portion of the Four Seasons Resort and Club - Dallas, TX Loan REMIC (the “Four Seasons Resort and Club - Dallas, TX Non-Pooled Component” and, together with the Four Seasons Resort and Club - Dallas, TX Pooled Component, the “Loan Components”).

                    The following table describes certain information regarding the Four Seasons Resort and Club - Dallas, TX Loan and the Loan Components:

Component

Component Balance/Original Four Seasons Resort and Club - Dallas, TX Loan REMIC Principal Amount

The Four Seasons Resort and Club - Dallas, TX Loan Remittance Rate*

Corresponding Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interest

Related Class of Certificates

The Four Seasons Resort and Club - Dallas, TX Pooled Component

$

175,000,000

6.230%

Four Seasons Resort and Club - Dallas, TX Loan REMIC Pooled Regular Interest

N/A

The Four Seasons Resort and Club - Dallas, TX Non-Pooled Component

$

8,000,000

9.726%

Class FS-NP Uncertificated Interest

Class FS

* Represents the Net Mortgage Rate at which interest will accrue on the Four Seasons Resort and Club - Dallas, TX Loan based on the actual number of days elapsed and a 360-day year.

REMIC I

                    As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the Majority Mortgage Loans (exclusive of that portion of the interest payments thereon that constitutes Additional Interest), the Four Seasons Resort and Club - Dallas, TX Loan REMIC Pooled Regular Interest, the Class FS-NP Uncertificated Interest and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC I.  The Class R-I Certificates will represent the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions under federal income tax law.  For federal income tax purposes, the interests defined in the table below the heading “REMIC II” as “Corresponding REMIC I Regular Interests” are the “regular interests” in REMIC I.

REMIC II

                    As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II.  The Class R-II Certificates will evidence the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions under federal income tax law.  For federal income tax purposes, each Class of Regular Certificates and the Class A-4FL Regular Interest will be designated as a separate “regular interest” in REMIC II for purposes of the REMIC Provisions under federal income tax law.  Each of the “Corresponding Components of Class IO Certificates” is a “regular interest” in REMIC II and the Class IO Certificates represent such Corresponding Components. 

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

-2-

Corresponding Certificates		Original Class Principal Balance			Corresponding REMIC I Regular Interests (1)			Original REMIC I Principal Balance			REMIC I Pass-Through Rate			Corresponding Components of Class IO Certificates (1)
Class A-1		$	38,798,000.00			LA-1		$	38,798,000.00			(2)			IO-A-1
Class A-2		$	418,676,000.00			LA-2		$	418,676,000.00			(2)			IO-A-2
Class A-PB		$	168,389,000.00			LA-PB		$	168,389,000.00			(2)			IO-A-PB
Class A-3		$	215,000,000.00			LA-3		$	215,000,000.00			(2)			IO-A-3
Class A-4		$	802,246,000.00			LA-4		$	802,246,000.00			(2)			IO-A-4
Class A-4FL		$	250,000,000.00			LA-4FL		$	250,000,000.00			(3)			IO-A-4FL
Class A-1A		$	623,528,000.00			LA-1A		$	623,528,000.00			(2)			IO-A-1A
Class A-M		$	359,520,000.00			LA-M		$	359,520,000.00			(2)			IO-A-M
Class A-J		$	278,628,000.00			LA-J		$	278,628,000.00			(2)			IO-A-J
Class B		$	22,470,000.00			LB		$	22,470,000.00			(2)			IO-B
Class C		$	58,422,000.00			LC		$	58,422,000.00			(2)			IO-C
Class D		$	31,458,000.00			LD		$	31,458,000.00			(2)			IO-D
Class E		$	49,433,000.00			LE		$	49,433,000.00			(2)			IO-E
Class F		$	40,446,000.00			LF		$	40,446,000.00			(2)			IO–F
Class G		$	40,446,000.00			LG		$	40,446,000.00			(2)			IO-G
Class H		$	40,446,000.00			LH		$	40,446,000.00			(2)			IO-H
Class J		$	44,940,000.00			LJ		$	44,940,000.00			(2)			IO-J
Class K		$	17,976,000.00			LK		$	17,976,000.00			(2)			IO-K
Class L		$	8,988,000.00			LL		$	8,988,000.00			(2)			IO-L
Class M		$	13,482,000.00			LM		$	13,482,000.00			(2)			IO-M
Class N		$	4,494,000.00			LN		$	4,494,000.00			(2)			IO-N
Class O		$	8,988,000.00			LO		$	8,988,000.00			(2)			IO-O
Class P		$	8,988,000.00			LP		$	8,988,000.00			(2)			IO-P
Class Q		$	49,434,700.61			LQ		$	49,434,700.61			(2)			IO-Q
Class FS		$	8,000,000			LFS		$	8,000,000			(4)			N/A

(1)	The REMIC I Regular Interest and the Component of the Class IO Certificates that corresponds to any particular Class of Sequential Pay Certificates, or the Class FS Certificates, as applicable, also correspond to each other and, accordingly, constitute the Corresponding REMIC I Regular Interest and the Corresponding Component (if any), respectively, with respect to each other.
(2)	The Weighted Average Net Mortgage Rate.
(3)	REMIC I Regular Interest LA-4FL does not correspond to any Class of Certificates, but rather corresponds to the Class A-4FL Regular Interest.
(4)	The Pass Through Rate for the Class FS Certificates

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                    The portion of the Trust Fund consisting of the Additional Interest and amounts held from time to time in the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust (the “Additional Interest Grantor Trust”) for federal income tax purposes.  The Class Z Certificates represent undivided beneficial interests in such Additional Interest Grantor Trust.  The Class A-4FL Regular Interest, the Swap Contract, the Floating Rate Account and the proceeds thereof shall be treated as another grantor trust (the “A-4FL Grantor Trust”) for federal income tax purposes.  The Class A-4FL Certificates represent an undivided beneficial interest in the Class A-4FL Grantor Trust.  As provided herein, the Trustee shall take all actions necessary to ensure that the portions of the Trust Fund consisting of the Grantor Trusts maintain their respective status as a “grantor trust” under federal income tax law and not be treated as part of the Four Seasons Resort and Club – Dallas, TX Loan REMIC, REMIC I or REMIC II.  The Class Z Certificates represent undivided beneficial interests in the Additional Interest Grantor Trust.

                    Each of the eight (8) mortgage loans referred to in this Agreement as The Gas Company Tower Pari Passu Companion Loan, the Montclair Plaza Companion Loan, the 311 South Xxxxxx Xxxx Passu Companion Loan, the RLJ Hotel Pool Pari Passu Companion Loan, the 500–000 Xxxxxxx Xxxxxx Pari Passu Companion Loan, the Newport Bluffs Pari Passu Companion Loan, the Gateway Center Companion Loan and the Bold Concepts Building Companion Loan (each, a “Companion Loan” and, collectively, the “Companion Loans”) are not part of the Trust Fund but are secured by corresponding Mortgages that secure certain related Mortgage Loans that are identified on the Mortgage Loan Schedule as The Gas Company Tower Loan (loan number 1), the Montclair Plaza Loan (loan number 3), the 000 Xxxxx Xxxxxx Loan (loan number 5), the RLJ Hotel Pool Loan (loan number 6), the 500–000 Xxxxxxx Xxxxxx Loan (loan number 7)(with respect to each of the 000-000 Xxxxxxx Xxxxxx Xxxx Xxxxx Companion Loan and the 000-000 Xxxxxxx Xxxxxx Subordinate Companion Loan), the Newport Bluffs Loan (loan number 8), and the Gateway Center Loan (loan number 49) and the Bold Concepts Building Loan (loan number 126) (each, a “Co-Lender Loan” and collectively, the “Co-Lender Loans”) that are part of the Trust Fund. 

                    The Gas Company Tower Loan and The Gas Company Tower Pari Passu Companion Loan are pari passu with each other.  The 000 Xxxxx Xxxxxx Loan and the 311 South Xxxxxx Xxxx Passu Companion Loan are pari passu with each other.  The RLJ Hotel Pool Loan and the RLJ Hotel Pool Pari Passu Companion Loan are pari passu with each other.  The 500–000 Xxxxxxx Xxxxxx Loan and the 500–512 Seventh Avenue Pari Passu Companion Loan are pari passu with each other.  The Newport Bluffs Loan and the Newport Bluffs Pari Passu Companion Loan are pari passu with each other.  As and to the extent provided herein, each of the Companion Loans, except for The Gas Company Tower Pari Passu Companion Loan, the RLJ Hotel Pool Pari Passu Companion Loan and the 500–512 Seventh Avenue Pari Passu Companion Loan, will be serviced and administered in accordance with this Agreement.  The Gas Company Tower Loan and The Gas Company Tower Pari Passu Companion Loan will be serviced and administered in accordance with the pooling and servicing agreement (the “X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement”), dated as of September 1, 2006, by and among J. P Xxxxxx Xxxxx Commercial Mortgage Securities Corp., as depositor (the “X.X. Xxxxxx 2006-LDP8 Depositor”), Xxxxx Fargo Bank, N.A., as master servicer no. 1 (the “X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1”), Midland Loan Services, Inc., as master servicer no. 2 (the “X.X. Xxxxxx 2006-LDP8 Master Servicer No. 2”, and together with X.X. Xxxxxx

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2006-LDP8 Master Servicer No. 1, the “X.X. Xxxxxx 2006-LDP8 Master Servicers”), X.X. Xxxxxx Company, Inc., as special servicer (the “X.X. Xxxxxx 2006-LDP8 Special Servicer”), and LaSalle Bank National Association, as trustee (the “X.X. Xxxxxx 2006-LDP8 Trustee”), pursuant to which the XX Xxxxxx Chase Securities Trust 2006-LDP8, Commercial Mortgage Pass-Through Certificates, Series 2006-LDP8, were issued and the trust fund (the “X.X. Xxxxxx 2006-LDP8 Trust Fund”) was created.  Each of RLJ Hotel Pool Loan, the RLJ Hotel Pool Pari Passu Companion Loan, the 500–000 Xxxxxxx Xxxxxx Loan and the 500–512 Seventh Avenue Pari Passu Companion Loan will be serviced and administered in accordance with the pooling and servicing agreement (the “2006-C27 Pooling and Servicing Agreement”), dated as of August 1, 2006, by and among Wachovia Commercial Mortgage Securities, Inc., as depositor (the “2006-C27 Depositor”), Wachovia Bank, National Association, as master servicer (the “2006-C27 Master Servicer”), LNR Partners, Inc., as special servicer (the “2006-C27 Special Servicer”) and Xxxxx Fargo Bank, N.A., as trustee (the “2006-C27 Trustee”), pursuant to which the Wachovia Bank Commercial Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2006-C27 were issued and the trust fund (the “2006-C27 Trust Fund”) was created.  Amounts attributable to the Companion Loans will not be assets of the Trust Fund and will be owned by the Companion Holders.

                    The Four Seasons Resort and Club - Dallas, TX Pooled Component will have an initial Component Principal Balance of $175,000,000.  The Four Seasons Resort and Club - Dallas, TX Non-Pooled Component will have an initial Component Principal Balance of $8,000,000.  The Certificates (other than the Class FS Certificates) will be entitled to distributions from the Four Seasons Resort and Club - Dallas, TX Pooled Component.  The Class FS Certificates will be entitled to distributions from the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component pursuant to Section 4.01(c).

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

ARTICLE I.

DEFINITIONS

                    Section 1.01.     Defined Terms.

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

                   “311 South Xxxxxx Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 5 on the Mortgage Loan Schedule).

                   “311 South Xxxxxx Xxxx Passu Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the 000 Xxxxx Xxxxxx Loan and pari passu in right of entitlement with the 000 Xxxxx Xxxxxx Loan.

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                   “311 South Xxxxxx Xxxx Passu Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of October 31, 2006, by and between Wachovia Bank, National Association, as Lead Lender, and Wachovia Bank, National Association, as Co-Lender relating to the 000 Xxxxx Xxxxxx Whole Loan.

                   “311 South Xxxxxx Whole Loan”:  The 311 South Xxxxxx Loan, together with the 311 South Xxxxxx Xxxx Passu Companion Loan.

                   “2006-C27 Controlling Class Representative”:  The “Controlling Class Representative” as defined in the 2006-C27 Pooling and Servicing Agreement.

                   “2006-C27 Depositor”:  As defined in the Preliminary Statement.

                   “2006-C27 Majority Subordinate Certificateholder”:  The “Majority Subordinate Certificateholder” as defined in the 2006-C27 Pooling and Servicing Agreement.

                   “2006-C27 Master Servicer”:  As defined in the Preliminary Statement.

                   “2006-C27 Mortgage Loan Purchase Agreement”:  The “Mortgage Loan Purchase Agreement” as defined in the 2006-C27 Pooling and Servicing Agreement.

                   “2006-C27 Pooling and Servicing Agreement”:  As defined in the Preliminary Statement.

                   “2006-C27 Serviced Mortgage Loans”:  The RLJ Hotel Pool Loan and the 000-000 Xxxxxxx Xxxxxx Loan (each, a “2006-C27 Serviced Mortgage Loan”).

                   “2006-C27 Special Servicer”:  As defined in the Preliminary Statement.

                   “2006-C27 Trust Fund”:  As defined in the Preliminary Statement.

                    “2006-C27 Trustee”:  As defined in the Preliminary Statement.

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

                   “500-512 Seventh Avenue Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of July 7, 2006, by and among Wachovia Bank, National Association, as Lead Lender, Wachovia Bank, National Association, as A-2 Lender and MW1-2002, LLC, as Co-Lender relating to the 000-000 Xxxxxxx Xxxxxx Whole Loan.

                   “000-000 Xxxxxxx Xxxxxx Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 7 on the Mortgage Loan Schedule).

                   “500-512 Seventh Avenue Pari Passu Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the 000-000 Xxxxxxx Xxxxxx Loan and pari passu in right of entitlement with the 000-000 Xxxxxxx Xxxxxx Loan.

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                   “500-512 Seventh Avenue Subordinate Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the 000-000 Xxxxxxx Xxxxxx Loan and subordinate in right of entitlement with the 000-000 Xxxxxxx Xxxxxx Loan and the 000-000 Xxxxxxx Xxxxxx Xxxx Xxxxx Companion Loan.

                   “000-000 Xxxxxxx Xxxxxx Whole Loan”:  The 000-000 Xxxxxxx Xxxxxx Loan, collectively with the 000-000 Xxxxxxx Xxxxxx Xxxx Xxxxx Companion Loan and the 000-000 Xxxxxxx Xxxxxx Subordinate Companion Loan.

                   “Accrued Certificate Interest”:  With respect to any Class of Regular Certificates (other than the Class IO Certificates) and the Class A-4FL Regular Interest for any Distribution Date, one month’s interest at the Pass-Through Rate applicable to such Class of Certificates or the Class A-4FL Regular Interest, as applicable, for such Distribution Date, accrued for the related Interest Accrual Period on the related Class Principal Balance outstanding immediately prior to such Distribution Date; and, with respect to the Class IO Certificates for any Distribution Date, the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the Components for such Distribution Date.  Except with respect to the Class A-4FL Certificates, Accrued Certificate Interest shall be calculated on a 30/360 Basis and, with respect to any Class of Regular Certificates for any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such Distribution Date occurs.  Accrued Certificate Interest with respect to the Class A-4FL Certificates shall be calculated on an Actual/360 Basis and, for any Distribution Date, shall be deemed to accrue during the period from and including the Distribution Date in the month preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date) to but excluding the related Distribution Date; provided, however, that if a Class A-4FL Distribution Conversion has occurred, Accrued Certificate Interest with respect to the Class A-4FL Certificates shall be the same as for the Class A-4FL Regular Interest.

                   “Accrued Component Interest”:  With respect to each Component of the Class IO Certificates for any Distribution Date, one month’s interest at the Strip Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding immediately prior to such Distribution Date.  Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such Distribution Date occurs.

                    “Accrued Four Seasons Resort and Club - Dallas, TX Component Interest”:  With respect to each Loan Component for any Distribution Date, one month’s interest at the Four Seasons Resort and Club - Dallas, TX Loan Remittance Rate for such Loan Component and such Distribution Date, accrued on an Actual/360 Basis during the one month period immediately preceding such Distribution Date on the Component Principal Balance of such Loan Component outstanding immediately after making any allocations or deemed distributions on the immediately preceding Distribution Date.

                   “Acquisition Date”:  With respect to any REO Property, the first day on which such REO Property is considered to be acquired by the Trust Fund within the meaning of

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Treasury Regulations Section 1.856-6(b)(1), which is the first day on which the Trust Fund is treated as the owner of such REO Property for federal income tax purposes.

                   “Actual/360 Basis”:  The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month in a year assumed to consist of 360 days.

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

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

                   “Additional Form 10-D Disclosure”:  As defined in Section 8.18(h).

                   “Additional Form 10-K Disclosure”:  As defined in Section 8.18(j).

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

                   “Additional Interest Account”:  The segregated account, accounts or subaccounts created and maintained by the Trustee pursuant to Section 3.04(d) which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28, Additional Interest Account.”  The Additional Interest Account shall not be an asset of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II.

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

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

                   “Additional Interest Rate”:  With respect to any ARD Loan (and each Loan Component) after its Anticipated Repayment Date, the incremental increase in the per annum

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rate at which such Mortgage Loan (or each such Loan Component) accrues interest after the Anticipated Repayment Date (in the absence of defaults) as calculated and as set forth in the related Mortgage Loan documents.

                    “Additional Servicer”:  Each Affiliate of the Master Servicer that services any of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer or the Trustee, who services 10% or more of the Mortgage Loans.

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

                   “Additional Yield Amount”:

          (a)     With respect to any Distribution Date and any Class of Regular Certificates (other than the Class IO Certificates, the Class FS Certificates and any Excluded Class) or the Class A-4FL Regular Interest entitled to distributions of principal with respect to Loan Group 1 pursuant to Section 4.01(a) on such Distribution Date; provided that a Yield Maintenance Charge and/or Prepayment Premium was actually collected on a Mortgage Loan or an REO Loan in such Loan Group during the related Collection Period, the product of (a) such Yield Maintenance Charge and/or Prepayment Premium multiplied by (b) a fraction, which in no event will be greater than one, the numerator of which is equal to the positive excess, if any, of (i) the Pass-Through Rate for such Class of Regular Certificates or the Class A-4FL Regular Interest then receiving principal over (ii) the related Discount Rate, and the denominator of which is equal to the positive excess, if any, of (i) the Mortgage Rate for such Mortgage Loan or REO Loan, as the case may be, over (ii) the related Discount Rate, multiplied by (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Regular Certificates or the Class A-4FL Regular Interest on such Distribution Date pursuant to Section 4.01(a) with respect to Loan Group 1, and the denominator of which is equal to the Loan Group 1 Principal Distribution Amount for such Distribution Date.

          (b)     With respect to any Distribution Date and any Class of Regular Certificates (other than the Class IO Certificates, the Class FS Certificates and any Excluded Class) or the Class A-4FL Regular Interest entitled to distributions of principal

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with respect to Loan Group 2 pursuant to Section 4.01(a) on such Distribution Date; provided that a Yield Maintenance Charge and/or Prepayment Premium was actually collected on a Mortgage Loan or an REO Loan in such Loan Group during the related Collection Period, the product of (a) such Yield Maintenance Charge and/or Prepayment Premium multiplied by (b) a fraction, which in no event will be greater than one, the numerator of which is equal to the positive excess, if any, of (i) the Pass-Through Rate for such Class of Regular Certificates or the Class A-4FL Regular Interest then receiving principal over (ii) the related Discount Rate, and the denominator of which is equal to the positive excess, if any, of (i) the Mortgage Rate for such Mortgage Loan or REO Loan, as the case may be, over (ii) the related Discount Rate, multiplied by (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Regular Certificates or the Class A-4FL Regular Interest on such Distribution Date pursuant to Section 4.01(a) with respect to Loan Group 2, and the denominator of which is equal to the Loan Group 2 Principal Distribution Amount for such Distribution Date.

          (c)     For purposes of the foregoing, to the extent that payments of principal on any Class of Regular Certificates (other than the Class IO Certificates and any Excluded Class) or the Class A-4FL Regular Interest could be made from principal amounts allocable to Loan Group 1 or principal amounts allocable to Loan Group 2, the Trustee shall assume that those payments of principal on that Class of Regular Certificates or the Class A-4FL Regular Interest are made from amounts allocable to each Loan Group, on a pro rata basis in accordance with the respective amounts allocable to each Loan Group that were available for payment on that Class of Certificates or Regular Interest.

                   “Advance”:  Any P&I Advance or Servicing Advance.

                   “Adverse Grantor Trust Event”:  As defined in Section 10.02(g).

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

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

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

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

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

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Independent Appraiser shall be advised to take into account the factors specified in Section 3.09(a), any available environmental, engineering or other third party reports, and other factors that a prudent real estate appraiser would consider.

                    “Appraisal Reduction Amount”:  The excess, if any, of (a) the sum of (without duplication), as calculated by the Master Servicer as of the first Determination Date immediately succeeding the Master Servicer obtaining knowledge of the occurrence of the Required Appraisal Date if no new Required Appraisal is required or the date on which a Required Appraisal (or letter update or internal valuation, if applicable) is obtained and each Determination Date thereafter so long as the related Mortgage Loan remains a Required Appraisal Mortgage Loan (i) the Stated Principal Balance of the subject Required Appraisal Mortgage Loan (including, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) and any related Companion Loans related thereto, (ii) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee (or, with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan, by the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 or with respect to the 2006-C27 Serviced Mortgage Loans, by the 2006-C27 Master Servicer), all unpaid interest on the Required Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan serviced hereunder) through the most recent Due Date prior to such Determination Date at a per annum rate equal to the related Net Mortgage Rate (exclusive of any portion thereof that constitutes Additional Interest), (iii) all accrued but unpaid Servicing Fees and all accrued but unpaid Additional Trust Fund Expenses in respect of such Required Appraisal Mortgage Loan, including, for such purposes, any related Pari Passu Companion Loan (plus, with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan or the 2006-C27 Serviced Mortgage Loans, any similar fees and expenses (to the extent the Master Servicer has actual knowledge of such fees and expenses) payable under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, respectively), (iv) all related unreimbursed Advances and any Advances related to such Required Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan) that were reimbursed out of general collections from the pool of Mortgage Loans (plus accrued interest thereon) made by or on behalf of the Master Servicer or the Trustee with respect to such Required Appraisal Mortgage Loan and (v) all currently due and unpaid real estate taxes and unfunded improvement reserves and assessments, insurance premiums, and, if applicable, ground rents in respect of the related Mortgaged Property over (b) an amount equal to the sum of (i) the Required Appraisal Value (or in the case of a Non-Serviced Mortgaged Loan, its pro rata portion of the Required Appraisal Value based on its outstanding principal balance and the outstanding principal balance of the related Whole Loan) and (ii) all escrows, reserves and letters of credit held for the purposes of reserves (provided such letters of credit may be drawn upon for reserve purposes under the related Mortgage Loan documents) held with respect to such Required Appraisal Mortgage Loan.  If the Special Servicer fails to obtain a Required Appraisal (or letter update or internal valuation, if applicable) within the time limit described in Section 3.09(a), the Appraisal Reduction Amount for the related Required Appraisal Mortgage Loan will equal 25% of the outstanding principal balance of such Required Appraisal Mortgage Loan (including, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) (including, further, for such purposes, any related Pari Passu Companion Loan) to be adjusted upon receipt of a Required Appraisal or letter update or internal valuation, if applicable.  In the event a Mortgagor fails to make a Balloon Payment on

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a scheduled maturity date and no Appraisal has been received within 120 days of such failure, the Appraisal Reduction Amount for the related Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan) will equal 25% of the outstanding principal balance of such Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan), to be adjusted upon receipt of the new Appraisal.  Any Appraisal Reduction Amount for a Co-Lender Loan shall be allocated as provided in Section 4.04(d).

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

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

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

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

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

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

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

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

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have been deemed due in respect of the predecessor Mortgage Loan on such Due Date had it remained outstanding).

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

                    “Available Distribution Amount”:  With respect to any Distribution Date, an amount equal to, with respect to each Mortgage Loan, (a) the sum (including, with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans any amounts remitted by or advanced pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement the 2006-C27 Pooling and Servicing Agreement, respectively) of, without duplication, (i) the aggregate of the amounts on deposit in the Certificate Account and the Distribution Account (without regard to any payments made to or received from the Swap Counterparty) as of the close of business on the last day of the related Collection Period and the amounts collected by or on behalf of the Master Servicer as of the close of business on the last day of such Collection Period and required to be deposited in the Certificate Account; provided, however, that with respect to the Four Seasons Resort and Club - Dallas, TX Loan, only such amounts as are allocated to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement, (ii) the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee for distribution on the Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest on such Distribution Date pursuant to Section 4.03; provided, however, that with respect to the Four Seasons Resort and Club - Dallas, TX Loan, only such amounts as are allocated to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement, (iii) the aggregate amount transferred from the REO Account (if established) to the Certificate Account as of the last day of the related Collection Period, on or prior to the P&I Advance Date in such month, pursuant to Section 3.16(c); provided, however, that with respect to the Four Seasons Resort and Club - Dallas, TX Loan, only such amounts as are allocated to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement, (iv) the aggregate amount deposited by the Master Servicer in the Certificate Account for such Distribution Date pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls; provided, however, that with respect to the Four Seasons Resort and Club - Dallas, TX Loan, only such amounts as are allocated to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement, and (v) for each Distribution Date occurring in March, and for the final Distribution Date if the final Distribution Date occurs in February or, if such year is not a leap year, in January, the aggregate of the Interest Reserve Amounts in respect of each Interest Reserve Loan (or, in the case of the Four Seasons Resort and Club - Dallas, TX Loan, the Four Seasons Resort and Club - Dallas, TX Pooled Component) deposited into the Distribution Account pursuant to Section 3.05(d); and (vi) for the initial Distribution Date only, the Interest Shortfall Amount deposited into the Distribution Account pursuant to Section 3.05, net of (b) the portion of the amount described in subclauses (a)(i) and (a)(iii) of this definition that represents one or more of the following:  (i) collected Periodic Payments that are due on a Due Date following the end of the related Collection Period, (ii) any amounts payable or reimbursable to any Person from the (A) Certificate Account pursuant to clauses (ii)-(xvi), (xx), (xxi) and (xxiii) of Section 3.05(a) or (B) the Distribution Account pursuant to clauses (ii)-(vii) of Section 3.05(b), (iii) Prepayment Premiums and Yield Maintenance Charges, (iv) Additional Interest, (v) with respect to the

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Distribution Date occurring in February of each year and in January of each year that is not a leap year (unless, in either case, the related Distribution Date is the final Distribution Date), the Interest Reserve Amounts with respect to the Interest Reserve Loans to be withdrawn from the Certificate Account and remitted to the Trustee for deposit in the Interest Reserve Account in respect of such Distribution Date and held for future distribution pursuant to Section 3.04(c), (vi) for the initial Distribution Date only and each Mortgage Loan originated in September 2006 that has its first Due Date in November 2006, any interest amounts relating to the period prior to the Cut-Off Date of such Mortgage Loan payable to the related Mortgage Loan Seller; and (vii) any amounts deposited in the Certificate Account or the Distribution Account in error.  The Available Distribution Amount will not include any amounts required to be distributed pursuant to the terms of any Intercreditor Agreement or this Agreement to a Companion Holder or any amounts allocated in respect of the Four Seasons Resort & Club – Dallas, TX Non-Pooled Component.

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

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

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

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

                   “Bold Concepts Building Intercreditor Agreement”:  The Intercreditor Agreement Among Note Holders, dated as of September __, 2006, by and between Wachovia Bank, National Association, as A Note Holder, and CBA-Mezzanine Capital Finance, LLC, as B Note Holder, relating to the Bold Concepts Building Whole Loan.

                   “Bold Concepts Building Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 126 on the Mortgage Loan Schedule).

                   “Bold Concepts Building Subordinate Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the Bold Concepts Building Loan and subordinate in right of entitlement with the Gateway Center Loan.

                   “Bold Concepts Building Whole Loan”:  The Bold Concepts Building Loan, together with the Bold Concepts Building Subordinate Companion Loan.

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                   “Book-Entry Certificate”:  Any Certificate registered in the name of the Depository or its nominee.

                   “Breach”:  As defined in Section 2.03(a).

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

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

                   “Certificate”:  Any one of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28, as executed by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.

                   “Certificate Account”:  The segregated account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee in trust for Certificateholders, which shall be entitled “Wachovia Bank, National Association, as Master Servicer for Xxxxx Fargo Bank, N.A., as Trustee, on behalf of and in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28.”  Subject to the related Intercreditor Agreement and taking into account that (i) each Subordinate Companion Loan is subordinate to its related Co-Lender Loan to the extent set forth in the related Intercreditor Agreement, and (ii) each Pari Passu Companion Loan is pari passu with the related Mortgage Loan, each subaccount described in the next to last paragraph of Section 3.04(a) that is part of the Certificate Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to the related Companion Loan.

                    “Certificate Deferred Interest”:  The amount by which interest distributable to any Class of Sequential Pay Certificates (other than the Class A-4FL Certificates), to the Class FS Certificates or to the Class A-4FL Regular Interest, as applicable, is reduced by the amount of Mortgage Deferred Interest allocable to such Class of Certificates or Regular Interest on any Distribution Date.

                   “Certificate Factor”:  With respect to any Class of Regular Certificates and the Class A-4FL Certificates as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the then current Class Principal Balance, or Class IO Notional Amount, as applicable, of such Class of Regular Certificates or the Class A-4FL Certificates and the denominator of which is the Original Class Principal Balance or Original Class IO Notional Amount of such Class of Regular Certificates or the Class A-4FL Certificates, as applicable.

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                   “Certificate Notional Amount”:  With respect to any Class IO Certificate, as of any date of determination, the then notional amount of such Certificate equal to the product of (a) the Percentage Interest evidenced by such Certificate, multiplied by (b) the then applicable Class IO Notional Amount.

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

                   “Certificate Principal Balance”:  With respect to any Sequential Pay Certificate or any Class FS Certificate, as of any date of determination, the then outstanding principal amount of such Certificate equal to the product of (a) the Percentage Interest evidenced by such Certificate multiplied by (b) the then Class Principal Balance of the Class of Certificates to which such Certificate belongs.  The Certificate Principal Balance of the Class A-4FL Certificates shall be equal at all times to the Certificate Principal Balance of the Class A-4FL Regular Interest.

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

                   “Certificateholder”:  The Person in whose name a Certificate is registered in the Certificate Register, except that (i) only a Permitted Transferee shall be the Holder of a Residual Certificate for any purpose hereof and, (ii) solely for the purposes of giving any consent, approval or waiver pursuant to this Agreement that relates to any of the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer or the Trustee in its respective capacity as such (except with respect to amendments or waivers referred to in Sections 7.04 and 11.01 hereof and any consent, approval or waiver required or permitted to be made by the Majority Subordinate Certificateholder or the Controlling Class Representative and any election, removal or replacement of the Special Servicer or the Controlling Class Representative pursuant to Section 6.09), any Certificate registered in the name of the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer or the Trustee, as the case may be, or any Certificate registered in the name of any of their respective Affiliates, shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver that relates to it has been obtained.  The Certificate Registrar shall be entitled to request and rely upon a certificate of the Depositor, the Master Servicer or the Special Servicer in determining whether a Certificate is registered in the name of an Affiliate of such Person.  All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

                   “Class”:  Collectively, all of the Certificates bearing the same alphabetical and, if applicable, numerical class designation and each designated REMIC I Regular Interest.

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                   “Class A Certificates”:  The Class X-0, Xxxxx X-0, Class A-PB, Class A-3, Class A-4, Class A-4FL and Class A-1A Certificates.

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

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

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

                   “Class A-3 Certificate”:  Any one of the Certificates with a “Class A-3” designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a regular interest in REMIC II for purposes of the REMIC Provisions.

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

                   “Class A-4FL Available Funds”:  With respect to any Distribution Date, will equal the sum of (i) the total amount of all principal and/or interest distributions on or in respect of the Class A-4FL Regular Interest with respect to such Distribution Date and (ii) the amounts, if any, received from the Swap Counterparty pursuant to the Swap Contract for such Distribution Date, less (iii) with respect to interest distributions, all regularly scheduled fixed interest amounts (prior to the termination of the Swap Contract or prior to the occurrence and during the continuance of a Swap Default, exclusive of any Yield Maintenance Charges or Prepayment Premiums allocated in respect of the Class A-4FL Regular Interest) required to be paid to the Swap Counterparty pursuant to the Swap Contract for such Distribution Date.

                    “Class A-4FL Certificate”:  Any one of the Certificates with a “Class A-4FL” designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing an undivided beneficial interest in the Class A-4FL Grantor Trust.

                    “Class A-4FL Distribution Conversion”:  With respect to any Distribution Date (i) upon the occurrence and during the continuation of a Swap Default while the Trustee (or the Paying Agent on its behalf) is pursuing remedies under the Swap Contract pursuant to Section 3.31 or (ii) immediately upon and following the termination of the Swap Contract until a replacement swap contract is entered into, if any, the conversion of distributions to the Class A-4FL Certificates from distributions based, in part, on floating interest payments from the Swap Counterparty under the Swap Contract to distributions based solely on fixed interest distributions in respect of the Class A-4FL Regular Interest, as specified in Section 4.01(m).

                    “Class A-4FL Grantor Trust”:  That certain “grantor trust” (within the meaning of the Grantor Trust Provisions), the assets of which are the Class A-4FL Grantor Trust Assets.

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                    “Class A-4FL Grantor Trust Assets”:  The segregated pool of assets consisting of the Class A-4FL Regular Interest, the Swap Contract, the Floating Rate Account and the proceeds thereof, the beneficial ownership of which is represented by the Class A-4FL Certificates.

                    “Class A-4FL Interest Distribution Amount”:  With respect to any Distribution Date, an amount equal to the sum of (i) amounts in respect of interest received in respect of the Class A-4FL Regular Interest for such Distribution Date and (ii) the Floating Swap Payment, less (iii) the Fixed Swap Payment for such Distribution Date.

                    “Class A-4FL Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the amount of principal allocated pursuant to Section 4.01 in respect of the Class A-4FL Regular Interest on such Distribution Date.

                    “Class A-4FL Regular Interest”:  The uncertificated interest in REMIC II, designated as “Class A-4FL”, constituting a “regular interest” in REMIC II for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.

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

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

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

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

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

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

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

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

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

                    “Class FS Available Distribution Amount”:  With respect to any Distribution Date, an amount equal to (a) the sum of, without duplication, (i) the aggregate of the amounts collected in respect of the Four Seasons Resort and Club - Dallas, TX Loan on deposit in the Certificate Account and the Distribution Account as of the close of business at the end of the related Collection Period and the amounts collected in respect of the Four Seasons Resort and Club - Dallas, TX Loan by or on behalf of the Master Servicer as of the close of business on the last day of such Collection Period and required to be deposited in the Certificate Account; provided, in each case, only to the extent of amounts allocated to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component in accordance with this Agreement, (ii) the aggregate amount of any P&I Advances of interest in respect of the Four Seasons Resort and Club - Dallas, TX Loan made by the Master Servicer or the Trustee, to the extent allocated to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component in accordance with this Agreement, for distribution on the Class FS Certificates on such Distribution Date pursuant to Section 4.03 and (iii) the aggregate amount deposited by the Master Servicer in the Certificate Account in respect of the Four Seasons Resort and Club - Dallas, TX Loan; provided, only to the extent of amounts allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component in accordance with this Agreement for such Distribution Date pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls, net of (b) the portion of the amount described in subclauses (a)(i) and (a)(iii) of this definition that represents one or more of the following:  (i) collected Periodic Payments that are due on a Due Date following the end of the related Collection Period, (ii) any amounts payable or reimbursable to any Person from the (A) Certificate Account pursuant to clauses (ii) through (xv), (xix), (xx) and (xxii) of Section 3.05(a) or (B) the Distribution Account pursuant to clauses (ii) through (vi) of Section 3.05(b), (iii) Yield Maintenance Charges allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and (iv) any amounts deposited in the Certificate Account or Distribution Account in error.

                     “Class FS Certificate”: Any one of the Certificates with a “Class FS” designation on the face thereof, substantially in the form of Exhibit A-29 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions entitled to payment on the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component.

                    “Class FS-NP Uncertificated Interest”:  An uncertificated regular interest in the Four Seasons Resort and Club - Dallas, TX Loan REMIC which is held as an asset of REMIC I and having the original Four Seasons Resort and Club - Dallas, TX Loan REMIC Principal Amount for the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, as adjusted pursuant to this Agreement and per annum rate of interest equal to the Four Seasons Resort and Club - Dallas, TX Loan REMIC Remittance Rate.

                    “Class FS-P Uncertificated Interest”:  An uncertificated regular interest in the Four Seasons Resort and Club - Dallas, TX Loan REMIC that (i) corresponds to the Four Seasons Resort and Club - Dallas, TX Pooled Component, (ii) is held as an asset of REMIC I and (iii) has the original Four Seasons Resort and Club - Dallas, TX Loan REMIC Principal Balance

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for the Four Seasons Resort and Club - Dallas, TX Pooled Component, as adjusted pursuant to this Agreement, and corresponding Component Loan Remittance Rate set forth in the Preliminary Statement hereto.

                    “Class FS Principal Distribution Amount”:  With respect to any Distribution Date, the aggregate of the following, without duplication, to the extent paid by the Mortgagor under the Four Seasons Resort and Club - Dallas, TX Loan and allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component in accordance with this Agreement:

          (a)          the aggregate of the principal portions of all Scheduled Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or deemed due and allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component in accordance with this Agreement for its Due Date occurring during the related Collection Period, to the extent not previously received with respect to a Distribution Date prior to such Collection Period;

          (b)     the aggregate of all Principal Prepayments received on the Four Seasons Resort and Club - Dallas, TX Loan and allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component during the Collection Period;

          (c)     if the Stated Maturity Date of the Four Seasons Resort and Club - Dallas, TX Loan occurred during or prior to the related Collection Period, any payment of principal (other than a Principal Prepayment) made by or on behalf of the Mortgagor during the related Collection Period (including any Balloon Payment), net of any portion of such payment that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Scheduled Payment deemed due, in respect of the Four Seasons Resort and Club - Dallas, TX Loan to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component in accordance with this Agreement on a Due Date during or prior to the related Collection Period and not previously recovered;

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

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

          (f)     any amounts that were used to reimburse Nonrecoverable Advances (including interest on such Nonrecoverable Advances) from principal collections on the Four Seasons Resort and Club - Dallas, TX Loan pursuant to Section 3.05(a) hereof which are subsequently recovered on the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, with respect to the Distribution Date related to the period in which such recovery occurs; less

          (g)     any amounts that were used to reimburse Workout-Delayed Reimbursement Amounts (including interest on such Workout-Delayed Reimbursement Amounts) from principal collections on the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, pursuant to Section 3.05(a) hereof which are subsequently recovered on the Four Seasons Resort and Club - Dallas, TX Loan with respect to the Distribution Date related to the period in which such recovery occurs; less

          (h)     the amount of any reimbursements of (i) Nonrecoverable Advances (including interest on such Nonrecoverable Advances) that are paid or reimbursed from principal collections on the Four Seasons Resort and Club - Dallas, TX Loan pursuant to Section 3.05(a) hereof with respect to such Distribution Date, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, and (ii) Workout-Delayed Reimbursement Amounts (including interest on such Workout-Delayed Reimbursement Amounts) that are paid or reimbursed from principal collections on the Mortgage Loans pursuant to Section 3.05(a) hereof with respect to such Distribution Date, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, in each case where such principal collections would have otherwise been included in the Class FS Principal Distribution Amount for such Distribution Date.

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

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

                   “Class IO Certificate”:  Any one of the Certificates with a “Class IO” designation on the face thereof, substantially in the form of Exhibit A-8 attached hereto, and evidencing the Components, each of which is a “regular interest” in REMIC II for purposes of the REMIC Provisions.

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                   “Class IO Notional Amount”:  With respect to the Class IO Certificates and any date of determination, the sum of the then Component Notional Amounts of all the Components.

                    “Class IO Strip Rate”:  With respect to any Class of Components for any Distribution Date, a rate per annum equal to (i) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates.

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

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

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

                    “Class FS Uncertificated Interest”:  An uncertificated regular interest in REMIC I which is held as an asset of REMIC II and having the Original REMIC I Principal Balance and per annum rate of interest set forth in the Preliminary Statement hereto.

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

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

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

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

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

                    “Class R-I Certificate”:  Any one of the Certificates with a “Class R-I” designation on the face thereof, substantially in the form of Exhibit A-26 attached hereto, and evidencing the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions and the sole class of “residual interests” in the Four Seasons Resort and Club - Dallas, TX Loan REMIC for purposes of the REMIC Provisions.

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                    “Class R-II Certificate”:  Any one of the Certificates with a “Class R-II” designation on the face thereof, substantially in the form of Exhibit A-27 attached hereto, and evidencing the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions.

                    “Class Z Certificate”:  Any one of the Certificates with a “Class Z” designation on the face thereof, substantially in the form of Exhibit A-28 attached hereto, and evidencing an undivided beneficial interest in the Additional Interest Grantor Trust that is described in Section 4.01(b).

                    “Closing Date”:  October 31, 2006.

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

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

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

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

                    “CMSA Comparative Financial Status Report”:  The report substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally.  In connection with preparing the CMSA Comparative Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending March 31, 2007, and (b) annual financial statements beginning with annual financial statements for the 2007 fiscal year.

                    “CMSA Delinquent Loan Status Report”:  The report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CMSA Website, or such other form for the

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presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally.

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

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

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

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

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

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

                    “CMSA NOI Adjustment Worksheet”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions and in any

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event, shall present the computations made in accordance with the methodology described in such form to “normalize” the full year net operating income and debt service coverage numbers used in the other reports required by this Agreement.

                    “CMSA Operating Statement Analysis”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CMSA Website or in such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage-backed securities transactions generally.  In connection with preparing the CMSA Operating Statement Analysis, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending March 31, 2007 and (b) annual financial statements beginning with annual financial statements for the 2007 fiscal year.

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

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

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

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

                    “CMSA Website”:  The website maintained by the CMSA with an address, as of the Closing Date, of “xxx.xxxx.xxx”.

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

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

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

                    “Commission”:  The Securities and Exchange Commission or any successor agency.

                    “Companion Distribution Account”:  With respect to the Companion Loans, other than the Non-Serviced Companion Loans, the separate account(s) or subaccount(s) created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wachovia Bank, National Association, as Companion Paying Agent for the Companion Holders of the Companion Loans relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28.”  The Companion Distribution Accounts shall not be assets of the Trust Fund, but instead each Companion Distribution Account shall be held by the Companion Paying Agent on behalf of the applicable Companion Holder.  Any such account(s) shall be an Eligible Account or a subaccount of an Eligible Account.  Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the related subaccount or subaccounts of the Certificate Account referenced in the second to the last paragraph of Section 3.04(a).

                    “Companion Holder”:  With respect to any Companion Loan, the owner of the Mortgage Note representing such Companion Loan.  As of the Closing Date, the Companion Holders of the Companion Loans are (i) the X.X. Xxxxxx 2006-LDP8 Trust Fund, with respect to The Gas Company Tower Pari Passu Companion Loan, (ii) Wachovia Bank, National Association, with respect to the Montclair Plaza Companion Loan, (iii) Wachovia Bank, National Association, with respect to the 311 South Xxxxxx Xxxx Passu Companion Loan, (iv) the 2006-C27 Trust Fund, with respect to the RLJ Hotel Pool Pari Passu Companion Loan and the 500–512 Seventh Avenue Pari Passu Companion Loan, (v) MW1-2002, LLC, with respect to the 000-000 Xxxxxxx Xxxxxx Subordinate Companion Loan, (vi) Wachovia Bank, National Association, with respect to the Newport Bluffs Pari Passu Companion Loan, (vii) Arbor Realty Funding LLC, with respect to the Gateway Center Companion Loan and (viii) CBA-Mezzanine Capital Finance, LLC, with respect to the Bold Concepts Building Companion Loan.

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                    “Companion Loan”:  As defined in the Preliminary Statement.

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

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

                    “Component”:  Each of Component IO-A-1, Component IO-A-2, Component IO-A-PB, Component IO-A-3, Component IO-A-4, Component IO-A-4FL, Component IO-A-1A, Component IO-A-M, Component IO-A-J, 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, Component IO-P and Component IO-Q.

                    “Component IO-A-1”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1 as of any date of determination.

                    “Component IO-A-1A”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A as of any date of determination.

                    “Component IO-A-2”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-2 as of any date of determination.

                    “Component IO-A-3”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-3 as of any date of determination.

                    “Component IO-A-4”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-4 as of any date of determination.

                    “Component IO-A-4FL”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-4FL as of any date of determination.

                    “Component IO-A-J”:  One of the 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-J.

                    “Component IO-A-M”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-M.

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                    “Component IO-A-PB”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-PB as of any date of determination.

                    “Component IO-B”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LB as of any date of determination.

                    “Component IO-C”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LC as of any date of determination.

                    “Component IO-D”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LD as of any date of determination.

                    “Component IO-E”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LE as of any date of determination.

                    “Component IO-F”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LF as of any date of determination.

                    “Component IO-G”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LG as of any date of determination.

                    “Component IO-H”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LH as of any date of determination.

                    “Component IO-J”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LJ as of any date of determination.

                    “Component IO-K”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LK as of any date of determination.

                    “Component IO-L”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LL as of any date of determination.

                    “Component IO-M”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LM as of any date of determination.

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                    “Component IO-N”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LN as of any date of determination.

                    “Component IO-O”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LO as of any date of determination.

                    “Component IO-P”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LP as of any date of determination.

                    “Component IO-Q”:  One of 24 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LQ as of any date of determination.

                    “Controlling Class”:  With respect to each Mortgage Loan, other than the Four Seasons Resort and Club - Dallas, TX Loan, as of any date of determination, the Class of Sequential Pay Certificates, (i) which bears the latest payment priority and (ii) the Class Principal Balance of which is greater than 25% of the Original Class Principal Balance thereof; provided, however, that if no Class of Sequential Pay Certificates satisfies clause (ii) above, the Controlling Class shall be the outstanding Class of Sequential Pay Certificates bearing the latest payment priority.  With respect to determining the Controlling Class, the Class A-1, Class A-2, Class A3, Class A-PB, Class A-4, Class A-4FL and Class A-1A Certificates shall be deemed a single Class of Certificates.  With respect to the Four Seasons Resort and Club - Dallas, TX Loan, as provided in Section 3.25(a).

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

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

                    “Corporate Trust Office”:  The corporate trust office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at (i) with respect to maintenance of the Certificate Registrar and the transfer and exchange of Certificates, the office of the Trustee located at Xxxxx Xxxxx Xxxxxx, Xxxxx xxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Corporate Trust Services-Wachovia Bank Commercial Mortgage Trust, Series 2006-C28 and (ii) for all other purposes, the office of the Trustee located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Services (CMBS)-Wachovia Bank Commercial Mortgage Trust, Series 2006-C28.

                    “Corrected Mortgage Loan”:  Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and, if applicable, any Companion Loan (other than a Non-Serviced Companion Loan) that had been a Specially Serviced Mortgage Loan but has ceased to be a Specially Serviced Mortgage Loan in accordance with the definition of “Specially Serviced Mortgage Loan.”

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

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

                    “Corresponding REMIC I Regular Interest”:  As defined in the Preliminary Statement with respect to any Class of Corresponding Certificates or any Corresponding Component of the Class IO Certificates.  In the case of the Class A-4FL Certificates, “Corresponding Certificate” refers to the Class A-4FL Regular Interest.

                    “Co-Trustee”:  U.S. Bank National Association, its successor in interest, or any successor co-trustee appointed as herein provided.

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

                    “Co-Trustee Fee Rate”:  0.00014% per annum.

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

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

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

                    “Custodian”:  A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files, which Person shall not be the Depositor, a Mortgage Loan Seller or an Affiliate of the Depositor or a Mortgage Loan Seller.  If

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no such custodian has been appointed or if such custodian has been so appointed, but the Trustee shall have terminated such appointment, then the Trustee shall be the Custodian.

                    “Cut-Off Date”:  With respect to any Mortgage Loan or Companion Loan, the Due Date for such Mortgage Loan or Companion Loan in October 2006.

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

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

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

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

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

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

                    “Deficient Valuation”:  With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding

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principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

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

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

                    “Depository”:  The Depository Trust Company, or any successor Depository hereafter named as contemplated by Section 5.03(c).  The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co.  The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

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

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

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

                    “Directly Operate”:  With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management of such REO Property, the holding of such REO Property primarily for sale or lease or the performance of any construction work thereon, in each case other than through an Independent Contractor; provided, however, that the Trustee (or the Special Servicer or any Sub-Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Special Servicer or any Sub-Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.

                    “Discount Rate”:  With respect to any prepaid Mortgage Loan or REO Loan for purposes of allocating any Yield Maintenance Charge or Prepayment Premium received thereon or with respect thereto among (a) the respective Classes of the Sequential Pay Certificates (other than any Excluded Class thereof) and/or (b) the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and The Four Seasons Resort and Club - Dallas, TX Pooled Component and/or (c) the Class A-4FL Regular Interest, an amount, calculated by the Master Servicer and reported to the Trustee pursuant to Section 4.02(b), will be equal to the discount rate stated in the

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related Mortgage Loan documents used in calculating the Yield Maintenance Charge or Prepayment Premium with respect to such principal prepayment.  To the extent that a discount rate is not stated therein, the “Discount Rate” will be equal to the yield (when compounded monthly) on the U.S. Treasury issue with a maturity date closest to the maturity date for such prepaid Mortgage Loan or REO Loan.  In the event there are two or more such U.S. Treasury issues (a) with the same coupon, the issue with the lowest yield shall apply, and (b) with maturity dates equally close to the maturity date for the prepaid Mortgage Loan or REO Loan, the issue with the earliest maturity date shall apply.

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

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

                    “Distributable Certificate Interest”:  With respect to:  (a) any Class of Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest for any Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates or Regular Interest, as applicable, for such Distribution Date, reduced other than with respect to the Class IO Certificates (to not less than zero) by (i) (x) in the case of all Regular Certificates other than the Class FS Certificates, the product of (A) any Net Aggregate Prepayment Interest Shortfall (with respect to the Four Seasons Resort and Club - Dallas, TX Loan, solely to the extent not allocated to the Class FS Certificates) for such Distribution Date, (B) a fraction,

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expressed as a decimal, the numerator of which is the Accrued Certificate Interest in respect of such Class of Certificates or Regular Interest, as applicable, for such Distribution Date, and the denominator of which is the aggregate Accrued Certificate Interest in respect of all the Classes of Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest for such Distribution Date, and (C) in the case of the Class FS Certificates, any Net Aggregate Prepayment Interest Shortfall relating to the Four Seasons Resort and Club - Dallas, TX Loan allocated to such Class of Certificates with respect to such Distribution Date and (ii) with respect to each such Class, such Class’ share of any Certificate Deferred Interest allocated to such Class of Certificates or the Regular Interest, as applicable, in accordance with Section 4.04(c); and (b) the Class IO Certificates for any Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date.

                    “Distributable Four Seasons Resort and Club - Dallas, TX Component Interest”:  For any Distribution Date and any Four Seasons Resort and Club - Dallas, TX Loan Component, the related Accrued Four Seasons Resort and Club - Dallas, TX Component Interest for such Distribution Date, reduced by (i) the Net Aggregate Prepayment Interest Shortfall allocated to such Loan Component, and (ii) the amount of any Certificate Deferred Interest allocated to such Loan Component pursuant to Section 4.04(c).

                    “Distribution Account”:  The segregated account, accounts or subaccounts created and maintained by the Paying Agent on behalf of the Trustee pursuant to Section 3.04(b) which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28.”

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

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

                    “Do Not Hire List”:  The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer and the Trustee, which lists certain parties identified by the Depositor as having failed to comply with their respective obligations under Section 8.18 of this Agreement or as having failed to comply with any similar Regulation AB reporting requirements under any pooling and servicing agreement relating to any other series of certificates offered by the Depositor.

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

                    “Domestic Global Certificate”:  Any of the single, permanent global certificates that represents the Certificates sold in reliance on Rule 144A under the Act.

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

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had been scheduled to be first due and (iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on the related Mortgage Loan had been scheduled to be first due.

                    “XXXXX”:  The Commission’s Electronic Data Gathering, Analysis and Retrieval system.

                    “Eligible Account”:  Any of (i) an account maintained with a federal or state chartered depository institution or trust company, and (a) with respect to deposits held for 30 days or more in such account, the  long-term deposit or unsecured debt obligations of which are rated at least (A) “Aa3” by Moody’s (if then rated by Moody’s), (B) “AA-” by S&P (or “A-”; provided the short-term unsecured debt obligations are rated at least “A-1” by S&P) and (C) “AA-” by Fitch (or “A-”; provided, the short term unsecured debt obligations are rated at least “F-1” by Fitch) (or, with respect to any such Rating Agency, such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the applicable Rating Agency), at any time such funds are on deposit therein or (b) with respect to deposits held for less than 30 days in such account, the short-term deposits of which are rated at least “P-1” by Moody’s (if then rated by Moody’s), “A-1” by S&P and “F1” by Fitch (or, with respect to any such Rating Agency, such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates) as evidenced in writing by the applicable Rating Agency at any time such funds are on deposit therein; or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, which, in the case of a state chartered depository institution or trust company, is subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 CFR § 9.10(b), the long term deposits or unsecured debt of which, or if it is the wholly-owned subsidiary of an entity the long-term deposits or unsecured obligations of which, are rated at least “Baa3” by Moody’s and which has a combined capital and surplus of at least $50,000,000; or (iii) any other account, the use of which would not, in and of itself, cause a qualification, downgrading or withdrawal of the then-current rating assigned to any Class of Certificates, as confirmed in writing by each Rating Agency.

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

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

                    “ERISA Restricted Certificate”:  Any Class K, Class L, Class M, Class N, Class O, Class P or Class Q Certificate or any other Certificate if, at the time of its acquisition, the acquisition or holding of such Certificate is not covered by and exempt under one or more of the Exemptions; provided that any such Certificate (a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions related to ERISA

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Restricted Certificates contained in Section 5.02(c) if, as of the date of a proposed transfer of such Certificate, either (i) it is covered by and exempt under one or more of the Exemptions or (ii) relevant provisions of ERISA and the Code would permit transfer of such Certificate to a Plan without resulting in a non-exempt prohibited transaction.

                    “Escrow Payment”:  Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and other similar items in respect of the related Mortgaged Property.

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

                    “Exchange Act”:  Securities Exchange Act of 1934, as amended.

                    “Exchange Certificate”:  The certificate necessary to exchange an interest in a Regulation S Global Certificate for an interest in a Domestic Global Certificate, which is in the form of Exhibit F-4 attached hereto, or the certificate necessary to exchange an interest in a Domestic Global Certificate for an interest in a Regulation S Global Certificate, which is in the form of Exhibit F-5 or Exhibit F-6, as applicable, hereto, in each case as described in Section 5.02(e).

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

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

                    “FDIC”:  Federal Deposit Insurance Corporation, or its successor in interest.

                    “FHLMC”:  Federal Home Loan Mortgage Corporation, or its successor in interest.

                    “Final Recovery Determination”:  A determination by the Special Servicer with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan) or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by either Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement or by the Majority Subordinate Certificateholder, the applicable Companion Holder or the Special Servicer pursuant to Section 3.18(c), 3.18(d), 3.18(e) or 3.18(h), or by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder pursuant to Section 9.01) that there has been a recovery of all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries that the Special Servicer has determined, in accordance with the Servicing Standard, will be ultimately recoverable (or in the case of the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, a “Final Recovery

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Determination” as defined in the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, respectively, with respect to such Mortgage Loan(s)).

                    “Fitch”:  Fitch, Inc., or its successor in interest.  If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or any 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 herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

                    “Fixed Amount”:  The “Fixed Amount” as defined in the Swap Contract.

                    “Fixed Swap Payment”:  With respect to any Distribution Date, the Fixed Amount required to be paid to the Swap Counterparty by the Trust under the Swap Contract.

                    “Floating Amount”:  The “Floating Amount” as defined in the Swap Contract.

                    “Floating Swap Payment”:  With respect to any Distribution Date, the Floating Amount required to be paid to the Trust by the Swap Counterparty under the Swap Contract.

                    “Floating Rate Account”:  The trust account or accounts created and maintained as a separate account or accounts (or as a subaccount of the Distribution Account) by the Paying Agent pursuant to Section 3.04(g), which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2006-C28 Class A-4FL Certificates, Floating Rate Account,” and which must be an Eligible Account (or a subaccount of an Eligible Account).  The Floating Rate Account shall not be an asset of either REMIC I or REMIC II formed hereunder.

                    “Four Seasons Resort and Club - Dallas, TX Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 4 on the Mortgage Loan Schedule).

                    “Four Seasons Resort and Club - Dallas, TX Loan REMIC”:  The segregated pool of assets subject hereto constituting a portion of 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 Four Seasons Resort and Club - Dallas, TX Loan as from time to time subject to this Agreement and all payments under and proceeds of the Four Seasons Resort and Club - Dallas, TX Loan received after the Closing Date, together with all documents included in the related Mortgage Files; (ii) proceeds of the foregoing in the Certificate Account and the Distribution Account; and (iii) amounts in the Interest Reserve Account allocable to the Four Seasons Resort and Club - Dallas, TX Loan.

                    “Four Seasons Resort and Club - Dallas, TX Loan REMIC Pooled Regular Interest”:  An uncertificated regular interest in the Four Seasons Resort and Club - Dallas, TX Loan REMIC which is held as an asset of REMIC I and having the original Four Seasons Resort and Club - Dallas, TX Loan REMIC Principal Amount and per annum rate of interest equal to the Four Seasons Resort and Club - Dallas, TX Loan REMIC Remittance Rate.

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                    “Four Seasons Resort and Club - Dallas, TX Loan REMIC Principal Balance”:  The principal amount of any Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests outstanding as of any date of determination.  As of the Closing Date, the Four Seasons Resort and Club - Dallas, TX Loan REMIC Principal Balance of each Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interest shall equal the original Four Seasons Resort and Club - Dallas, TX Loan REMIC Principal Balance set forth in the Preliminary Statement hereto.  On each Distribution Date, the Four Seasons Resort and Club - Dallas, TX Loan REMIC Principal Balance of each Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests on such Distribution Date pursuant to Section 4.01(e), 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(l) and shall be increased on such Distribution Date by Certificate Deferred Interest deemed to have been allocated thereto on such Distribution Date pursuant to Section 4.04(c).

                    “Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests”:  the Four Seasons Resort and Club - Dallas, TX Loan REMIC Pooled Regular Interest and the Class FS-NP Uncertificated Interest.

                    “Four Seasons Resort and Club - Dallas, TX Loan Remittance Rate”:  With respect to any Loan Component, the rate set forth in the Preliminary Statement.

                    “Four Seasons Resort and Club - Dallas, TX Non-Pooled Component”:  As defined in the Preliminary Statement.

                    “Four Seasons Resort and Club - Dallas, TX Non-Pooled Percentage”:  For any Distribution Date, a fraction expressed as a percentage, the numerator of which is (x) the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component for such Distribution Date and the denominator of which is (y) the sum of (a) the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Pooled Component for such Distribution Date and (b) the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component for such Distribution Date.

                    “Four Seasons Resort and Club - Dallas, TX Pooled Component”:  As defined in the Preliminary Statement.

                    “Four Seasons Resort and Club - Dallas, TX Pooled Percentage”:  For any Distribution Date, a fraction expressed as a percentage, the numerator of which is (x) the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Pooled Component for such Distribution Date and the denominator of which is (y) the sum of (a) the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Pooled Component for such Distribution Date and (b) the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component for such Distribution Date.

                    “FNMA”:  Federal National Mortgage Association, or any successor in interest.

                    “Form 8-K Disclosure Information”:  As defined in Section 8.18(j).

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                    “Gain-on-Sale Proceeds”:  With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of the Mortgage Loan or related REO Property net of any related Liquidation Expenses, over (ii) the Purchase Price for such Mortgage Loan on the date on which such Liquidation Proceeds were received.  Any Gain-on-Sale Proceeds in respect of the Four Seasons Resort and Club - Dallas, TX Loan will be deemed distributed in respect of the residual interest in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and simultaneously deemed deposited in the Gain-On-Sale Reserve Account.

                    “Gain-on-Sale Reserve Account”:  A segregated custodial account or accounts or subaccount of the Distribution Account created and maintained by the Paying Agent pursuant to Section 3.04(e) on behalf of the Trustee in trust for the Certificateholders, which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28.”  Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

                    “Gateway Center Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of September 7, 2006, by and between Wachovia Bank, National Association, as A Note Holder, and Arbor Realty Funding LLC, as B Note Holder, relating to the Gateway Center Whole Loan.

                    “Gateway Center Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 49 on the Mortgage Loan Schedule).

                    “Gateway Center Subordinate Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the Gateway Center Loan and subordinate in right of entitlement with the Gateway Center Loan.

                    “Gateway Center Whole Loan”:  The Gateway Center Loan, together with the Gateway Center Subordinate Companion Loan.

                    “Global Certificates”:  The Offered Certificates represented by the Regulation S Global Certificates and/or the Domestic Global Certificates.

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

                    “Grantor Trusts”:  Collectively, the Additional Interest Grantor Trust and the Class A-4FL Grantor Trust.

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

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

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

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

                    “Holder”:  A Certificateholder.

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

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

                    “Independent”:  When used with respect to any specified Person, any such Person who (i) is in fact independent of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Trustee, any Companion Holder and any and all Affiliates thereof, (ii) does not have any direct financial interest in or any material indirect financial interest in any of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Trustee, any Companion Holder or any Affiliate thereof, and (iii) is not connected with the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Controlling Class Representative, the Special Servicer, the Trustee, any Companion Holder or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Controlling Class Representative, the Special Servicer, the Trustee or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Trustee or any Affiliate thereof, as the case may be.

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

                    ”Independent Contractor”:  Any Person that would be an “independent contractor” with respect to REMIC I or the Four Seasons Resort and Club - Dallas, TX Loan REMIC, as applicable, within the meaning of Section 856(d)(3) of the Code if REMIC I or the Four Seasons Resort and Club - Dallas, TX Loan REMIC, as applicable, were a real estate investment trust (except that the ownership test set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35 percent or more of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of

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Counsel, which shall be delivered, at no expense to the Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the Trustee and the Master Servicer, so long as REMIC I or the Four Seasons Resort and Club - Dallas, TX Loan REMIC, as applicable, does not receive or derive any income from such Person and provided that the relationship between such Person and REMIC I or the Four Seasons Resort and Club - Dallas, TX Loan REMIC, as applicable, is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)), or any other Person upon receipt by the Trustee of an Opinion of Counsel, which shall be at no expense to the Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property as defined in Section 856(d) of the Code.

                    “Initial Purchaser”:  Wachovia Capital Markets, LLC, or, its respective successor in interest, individually or collectively as the context requires.

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

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

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

                    “Insured Environmental Event”:  As defined in Section 3.08(c).

                    “Intercreditor Agreement”:  Each of The Gas Company Tower Pari Passu Intercreditor Agreement, the Montclair Plaza Intercreditor Agreement, the 311 South Xxxxxx Xxxx Passu Intercreditor Agreement, the RLJ Hotel Pool Pari Passu Intercreditor Agreement, the 500–000 Xxxxxxx Xxxxxx Pari Passu Intercreditor Agreement, the Newport Bluffs Pari Passu Intercreditor Agreement and the Gateway Center Intercreditor Agreement, the Bold Concepts Building Intercreditor Agreement, individually or collectively, as the context may require.

                    “Interest Accrual Period”:  With respect to each Class of Regular Certificates, REMIC I Regular Interests or Component, the Class A-4FL Regular Interest or the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests and any Distribution Date, the calendar month immediately preceding the calendar month in which such Distribution Date occurs.  Notwithstanding the foregoing, each Interest Accrual Period is deemed to consist of 30 days for purposes of calculating interest on the Regular Certificates, the REMIC I Regular Interests or Components, the Class A-4FL Regular Interest or the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests with respect to the Class A-4FL Certificates,

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interest shall be calculated on an Actual/360 Basis and, for any Distribution Date, shall be deemed to accrue during the period from and including the Distribution Date in the month preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date) to but excluding the related Distribution Date; provided, however, that if a Class A-4FL Distribution Conversion has occurred, Accrued Certificate Interest with respect to the Class A-4FL Certificates shall be the same as for the Class A-4FL Regular Interest.

                    “Interest Reserve Account”:  The segregated account created and maintained by the Trustee pursuant to Section 3.04(c) in trust for Certificateholders, which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, on behalf of and in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28”.

                    “Interest Reserve Amount”:  With respect to each Interest Reserve Loan and each Distribution Date that occurs in February of each year and in January of each year that is not a leap year (unless, in either case, the related Distribution Date is the final Distribution Date), an amount equal to one day’s interest at the related Mortgage Rate (without regard to the second proviso in the definition thereof) on the related Stated Principal Balance as of the Due Date in the month in which such Distribution Date occurs (but prior to the application of any amounts owed on such Due Date), to the extent a Periodic Payment or P&I Advance is made in respect thereof for such Due Date as of the related P&I Advance Date.

                    “Interest Reserve Loan”:  Each Mortgage Loan (other than the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) that is an Actual/360 Mortgage Loan.

                    “Interest Shortfall Account”:  As defined in Section 3.04(i).

                    “Interest Shortfall Amount”:  $0.

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

                    “Internet Website”:  The Internet Websites maintained by the Trustee and, if applicable, the Master Servicer initially located at “xxx.xxxxxxx.xxx” and “xxx.xxxxxxxx.xxx”, respectively, or such other address as provided to the parties hereto from time to time.

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

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

                    “X.X. Xxxxxx 2006-LDP8 Controlling Class Representative”:  The “Directing Certificateholder” as defined in the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement.

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                    “X.X. Xxxxxx 0000-XXX0 Xxxxxxxxx”:  As defined in the Preliminary Statement.

                    “X.X. Xxxxxx 2006-LDP8 Majority Subordinate Certificateholder”:  The “Majority Controlling Class Certificateholder” as defined in the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement.

                    “X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1”:  As defined in the Preliminary Statement.

                    “X.X. Xxxxxx 2006-LDP8 Master Servicer No. 2”:  As defined in the Preliminary Statement.

                    “X.X. Xxxxxx 2006-LDP8 Mortgage Loan Purchase Agreement”:  The “Mortgage Loan Purchase Agreement” as defined in the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement.

                    “X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement”:  As defined in the Preliminary Statement.

                    “X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan”:  The Gas Company Tower Loan.

                    “X.X. Xxxxxx 2006-LDP8 Special Servicer”:  As defined in the Preliminary Statement.

                    “X.X. Xxxxxx 2006-LDP8 Trust Fund”:  As defined in the Preliminary Statement.

                    “X.X. Xxxxxx 2006-LDP8 Trustee”:  As defined in the Preliminary Statement.

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

                    “LIBOR”:  With respect to the Class A-4FL Certificates and each Interest Accrual Period, the rate for deposits in U.S. Dollars, for a period equal to one month, which appears on the Dow Xxxxx Market Service (formerly Telerate) Page 3750 as of 11:00 a.m., London time, on the related LIBOR Determination Date.  If such rate does not appear on Dow Xxxxx Market Service Page 3750, the rate for that Interest Accrual Period will be determined on the basis of the

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rates at which deposits in U.S. Dollars are offered by any four major reference banks in the London interbank market selected by the Trustee to provide such bank’s offered quotation of such rates at approximately 11:00 a.m., London time, on the related LIBOR Determination Date to prime banks in the London interbank market for a period of one month, commencing on the first day of such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time.  The Trustee will request the principal London office of any four major reference banks in the London interbank market selected by the Trustee to provide a quotation of such rates, as offered by each such bank.  If at least two such quotations are provided, the rate for that Interest Accrual Period will be the arithmetic mean of the quotations.  If fewer than two quotations are provided as requested, the rate for that Interest Accrual Period will be the arithmetic mean of the rates quoted by major banks in New York City selected by the Trustee, at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date with respect to such Interest Accrual Period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing on the LIBOR Determination Date with respect to such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time.  The Trustee will determine LIBOR for each Interest Accrual Period and the determination of LIBOR by Trustee will be binding absent manifest error.

                    “LIBOR Determination Date”:  (i) with respect to the initial Interest Accrual Period, the date that is two LIBOR Business Days prior to the Closing Date, and (ii) with respect to each Interest Accrual Period thereafter, the date that is two LIBOR Business Days prior to the related Interest Accrual Period.

                    “LIBOR Business Day”:  Any day on which commercial banks are open for international business (including dealings in U.S. Dollar deposits) in London, England.

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

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

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

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

                    “Loan Components”:  As defined in the Preliminary Statement.

                    “Loan Group”:  Either Loan Group 1 or Loan Group 2.

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

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

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

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

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

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

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

                    “Loan-to-Value Ratio”:  With respect to any Mortgage Loan (other than the Four Seasons Resort and Club - Dallas, TX Loan), as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the then current principal amount of such

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Mortgage Loan, and the denominator of which is the Appraised Value of the related Mortgaged Property.

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

                    “Majority Mortgage Loans”:  The Mortgage Loans other than the Four Seasons Resort and Club - Dallas, TX Loan.

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

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

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

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

                    “Material Core Documents”:  As defined in Section 2.03.

                    “Memorandum”:  As defined in the Mortgage Loan Purchase Agreement.

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

                    “Montclair Plaza Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of August 14, 2006, by and between Wachovia Bank, National Association, as A Note Holder, and Wachovia Bank, National Association, as B Note Holder, relating to the Montclair Plaza Whole Loan.

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                    “Montclair Plaza Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 3 on the Mortgage Loan Schedule).

                    “Montclair Plaza Subordinate Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the Montclair Plaza Loan and subordinate in right of entitlement with the Montclair Plaza Loan.

                    “Montclair Plaza Whole Loan”:  The Montclair Plaza Loan, together with the Montclair Plaza Subordinate Companion Loan.

                    “Moody’s”:  Xxxxx’x Investors Service, Inc., or its successor in interest.  If Moody’s nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Master Servicer and the Special Servicer, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

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

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

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

          (i)     the original executed Mortgage Note including any power of attorney related to the execution thereof, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28”, or in blank (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto);

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

          (iii)     an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all

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intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office;

          (iv)     an original executed assignment, in recordable form (except for any missing recording information), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage and to the extent not already assigned pursuant to preceding clause (a)) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28”, or in blank;

          (v)     an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above), in favor of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28”, or in blank;

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

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

          (viii)     any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Trustee of any prior UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Mortgage Loan Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement and continuation statement in favor of the Mortgage Loan Seller on record with the applicable public office for UCC Financing Statements, an original UCC Amendment, in form suitable for filing in favor of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28, as assignee”, or in blank;

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

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

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

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

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

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

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

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

                    provided that, whenever the term “Mortgage File” is used to refer to documents actually received by the Trustee or by a Custodian on its behalf, such term shall not be deemed to include such documents required to be included therein unless they are actually so received, and with respect to any receipt or certification by the Trustee or the Custodian for documents described in clauses (vi) and (ix) (solely with respect to any guaranty) of this definition, shall be deemed to include only such documents to the extent the Trustee or Custodian has actual knowledge of their existence.

                    Notwithstanding the foregoing, with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans the “Mortgage File” will consist of the original note (or lost note affidavit, if applicable) specified in clause (i) above, and a photocopy of each additional document in the Mortgage File held by the X.X. Xxxxxx 2006-LDP8 Trustee or the 2006-C27 Trustee, respectively.  However, if the custodian on any of the aforementioned transactions is the Custodian on this transaction, photocopies do not need to be made of the Mortgage Files for that particular transaction.

                    “Mortgage Loan”:  Each of the mortgage loans transferred and assigned to the Trust Fund pursuant to Section 2.01 and listed on the Mortgage Loan Schedule and from time to time held in the Trust Fund.  As used herein, the term “Mortgage Loan” includes the related Mortgage Note, Mortgage, and other security documents contained in the related Mortgage File.  Unless otherwise indicated, as used in this Agreement, the term “Mortgage Loan” does not include any Companion Loan.

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

                   “Mortgage Loan Schedule”:  The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of REMIC I or, in the case of the Four Seasons Resort and Club - Dallas, TX Loan, as part of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, attached hereto as Exhibit B and in a computer readable format.  Such list shall set forth the following information with respect to each Mortgage Loan:

          (i)     the Mortgage Loan number;

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

          (iii)     the Cut-Off Date Balance;

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

          (v)     the original Mortgage Rate;

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

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

          (viii)     the original and remaining amortization term;

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

          (x)     the Master Servicing Fee Rate;

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

          (xii)     the related Mortgage Loan Seller;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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the final Distribution Date occurs in February, preceding the Due Date in such February, will be determined inclusive of the Interest Reserve Amounts for the immediately preceding February and, if applicable, January; provided, further, that, if the Mortgage Rate of the related Mortgage Loan has been modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20, solely for purposes of calculating the Pass-Through Rate, the Mortgage Rate for such Mortgage Loan shall be calculated without regard to such event.

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

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

                    “Net Aggregate Prepayment Interest Shortfall”:  With respect to any Distribution Date, the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments on the Mortgage Loans during the related Collection Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the Certificate Account for such Distribution Date pursuant to Section 3.19(a) in connection with such Prepayment Interest Shortfalls on the Mortgage Loans.  For purposes of calculating the Prepayment Interest Shortfall with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, Prepayment Interest Shortfalls will be allocated in accordance with the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, respectively.  The portion of such shortfall allocated to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan or the 2006-C27 Serviced Mortgage Loans, net of amounts payable to the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 or the 2006-C27 Master Servicer, as applicable, will be included in the Net Aggregate Prepayment Interest Shortfall.  For purposes of calculating the Prepayment Interest Shortfall with respect to the 000 Xxxxx Xxxxxx Loan or the Newport Bluffs Loan, such Prepayment Interest Shortfall will be calculated with respect to both, and allocated pro rata between the promissory notes related to, the related Mortgage Loan and its related Pari Passu Companion Loan.  The portion of such shortfall allocated to each of the 000 Xxxxx Xxxxxx Loan and the Newport Bluffs Loan, net of amounts payable to the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall.  The portion of such shortfall allocated to the related Pari Passu Mortgage Loans, net of amounts payable by the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall.  For purposes of calculating the Prepayment Interest Shortfall with respect to the Co-Lender Loans (other than a Non-Serviced Mortgage Loan), Prepayment Interest Shortfalls will be allocated, first, to the promissory note evidencing the related Subordinate Companion Loan, if any, and second, to the promissory note evidencing the related Co-Lender Loan.  The portion of such shortfall allocated to the Co-Lender Loans (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans), net of amounts payable to the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall.  For purposes of calculating any Net Aggregate Prepayment Interest Shortfall which is otherwise allocable to the Class FS Certificates such shortfall shall only consist of any Prepayment Interest Shortfall which resulted from a Principal Prepayment on the Four Seasons Resort and Club - Dallas, TX Loan which was not offset by any related

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payment deposited by the Master Servicer pursuant to Section 3.19(a) of this Agreement in connection therewith.  For purposes of allocating any Net Aggregate Prepayment Interest Shortfall for the Four Seasons Resort and Club - Dallas, TX Loan, if any, for each Distribution Date shall be allocated first to the Class FS Certificates, up to an amount equal to the lesser of (i) any such Net Aggregate Prepayment Interest Shortfall and (ii) any Accrued Certificate Interest in respect of the Class FS Certificates, and, thereafter, if and to the extent that any portion of such Net Aggregate Prepayment Interest Shortfall remains unallocated, among the Regular Certificates as described in the definition of Distributable Certificate Interest.

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

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

                    “Net Mortgage Rate”:  With respect to any Mortgage Loan (other than the Four Seasons Resort and Club - Dallas, TX Loan) or any REO Loan (or related Loan Component), as of any date of determination, a rate per annum equal to the related Mortgage Rate minus the sum of the Trustee Fee Rate and the applicable Master Servicing Fee Rate.

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

                    “Net Swap Payment”:  With respect to the related Interest Accrual Period, the excess, if any of (i) the Fixed Swap Payment over (ii) the Floating Swap Payment.

                    “New Lease”:  Any lease of REO Property (other than with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and

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Servicing Agreement, respectively) entered into at the direction of the Special Servicer on behalf of REMIC I (or the Four Seasons Resort and Club - Dallas, TX Loan REMIC), including any lease renewed, modified or extended on behalf of such REMIC if the Special Servicer has the right to renegotiate the terms of such lease.

                    “Newport Bluffs Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 8 on the Mortgage Loan Schedule).

                    “Newport Bluffs Pari Passu Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the Newport Bluffs Loan and pari passu in right of entitlement with the Newport Bluffs Loan.

                    “Newport Bluffs Pari Passu Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of October 5, 2006, by and between Wachovia Bank, National Association, as Lead Lender, and Wachovia Bank, National Association, as Co-Lender relating to the Newport Bluffs Whole Loan.

                    “Newport Bluffs Whole Loan”:  The Newport Bluffs Loan, together with the Newport Bluffs Pari Passu Companion Loan.

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

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

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

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

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                    “Nonrecoverable P&I Advance”:  Any P&I Advance previously made or proposed to be made in respect of any Mortgage Loan, any Pari Passu Companion Loan (other than the RLJ Hotel Pool Pari Companion Loan and the 000-000 Xxxxxxx Xxxxxx Xxxx Xxxxx Companion Loan) or any REO Loan by the Master Servicer, or the Co-Trustee, as the case may be (or, in the case of the 2006-C27 Serviced Mortgage Loans, previously made or proposed to be made by the 2006-C27 Master Servicer), that, as determined by the Master Servicer, the Special Servicer, the Co-Trustee, or the 2006-C27 Master Servicer, as applicable, in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or the “Servicing Standard” as defined in the 2006-C27 Pooling and Servicing Agreement (in the case of the 2006-C27 Master Servicer) or the standard of care set forth in Section 8.01(a) (with respect to the Co-Trustee), as applicable, with respect to such P&I Advance will not be ultimately recoverable from Late Collections, Insurance Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan, Pari Passu Companion Loan, REO Loan or 2006-C27 Serviced Mortgage Loan; provided that the Master Servicer will be permitted to conclusively rely upon any such nonrecoverability determination made by the Special Servicer and, with respect to the 2006-C27 Serviced Mortgage Loan, by the 2006-C27 Master Servicer.

                    “Nonrecoverable Servicing Advance”:  Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan, REO Loan or Companion Loan by the Master Servicer, the Special Servicer or the Co-Trustee, as the case may be (or, in the case of the 2006-C27 Serviced Mortgage Loans, previously made or proposed to be made by the 2006-C27 Master Servicer), that, as determined by the Master Servicer, the Special Servicer, the Co-Trustee or the 2006-C27 Master Servicer, as applicable, in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or the “Servicing Standard” as defined in the 2006-C27 Pooling and Servicing Agreement (in the case of the 2006-C27 Master Servicer) or the standard of care set forth in Section 8.01(a) (with respect to the Co-Trustee), as applicable, will not be ultimately recoverable from Late Collections, Insurance Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan, Companion Loan, REO Property or 2006-C27 Serviced Mortgage Loan, as applicable; provided that the Master Servicer will be permitted to conclusively rely upon any such nonrecoverability determination made by the Special Servicer.

                    “Non-Registered Certificate”:  Unless and until registered under the Securities Act, any Class A-4FL, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class FS, Class Z, Class R-I or Class R-II Certificate.

                    “Non-Serviced Companion Loans”:  Each of The Gas Company Tower Pari Passu Companion Loan, the RLJ Hotel Pool Pari Passu Companion Loan, the 000-000 Xxxxxxx Xxxxxx Xxxx Xxxxx Companion Loan and the 000-000 Xxxxxxx Xxxxxx Subordinate Companion Loan.

                    “Non-Serviced Mortgage Loans”:  Each of The Gas Company Tower Loan, the RLJ Hotel Pool Loan and the 000-000 Xxxxxxx Xxxxxx Xxxx.

                    “Xxx-Xxxxxx Xxxxxx Person”:  Any Person other than a United States Person.

                    “Officer’s Certificate”:  A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer, as the case may be, or by a Responsible Officer of the Trustee.

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                    “Opinion of Counsel”:  A written opinion of counsel (which counsel may be a salaried counsel for the Depositor, the Master Servicer or the Special Servicer) acceptable to and delivered to the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) or the Master Servicer, as the case may be, except that any opinion of counsel relating to (a) the qualification of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II as a REMIC; (b) the qualification of the Grantor Trusts as a grantor trust; (c) compliance with the REMIC Provisions or the Grantor Trust Provisions or (d) the resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04 must be an opinion of counsel who is in fact Independent of the Master Servicer, the Special Servicer or the Depositor, as applicable.

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

                    “Original Class Principal Balance”:  With respect to any Class of Sequential Pay Certificates and the Class A-4FL Regular Interest, the Original Class Principal Balance thereof as of the Closing Date, in each case as specified in the Preliminary Statement.

                    “Original Class IO Notional Amount”:  $3,595,196,700.

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

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

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

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

                    “Pari Passu Companion Loan”:  Each of The Gas Company Tower Pari Passu Companion Loan, the 311 South Xxxxxx Xxxx Passu Companion Loan, the RLJ Hotel Pool Pari Passu Companion Loan, the 500–000 Xxxxxxx Xxxxxx Pari Passu Companion Loan  and the Newport Bluffs Pari Passu Companion Loan, individually or collectively, as the context may require.

                    “Pari Passu Loan Intercreditor Agreement”:  Each of The Gas Company Tower Pari Passu Intercreditor Agreement, the 311 South Xxxxxx Xxxx Passu Intercreditor Agreement, the RLJ Hotel Pool Pari Passu Intercreditor Agreement, the 500–000 Xxxxxxx Xxxxxx Pari Passu Intercreditor Agreement and the Newport Bluffs Pari Passu Intercreditor Agreement .

                    “Pari Passu Mortgage Loan”:  Each of The Gas Company Tower Loan, the 000 Xxxxx Xxxxxx Loan, the RLJ Hotel Pool Loan, the 500–000 Xxxxxxx Xxxxxx Loan and the Newport Bluffs Loan.

                    “Pass-Through Rate”:  With respect to:

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          (i)     the Class A-1 Certificates for any Distribution Date, 5.323% per annum;

          (ii)     the Class A-2 Certificates for any Distribution Date, 5.500% per annum;

          (iii)     the Class A-3 Certificates for any Distribution Date, 5.679% per annum;

          (iv)     the Class A-PB Certificates for any Distribution Date, 5.579% per annum;

          (v)     the Class A-4 Certificates for any Distribution Date, 5.572% per annum;

          (vi)     the Class A-4FL Certificates (A) for any Distribution Date on which a Class A-4FL Distribution Conversion has not occurred and is not continuing, a per annum rate equal to LIBOR plus 0.150%; provided that interest payments on the Class A-4FL Certificates will be reduced on each Distribution Date by an amount corresponding to the excess, if any of (i) interest payments calculated on the principal balance of the Class A-4FL Certificates at 5.525% per annum over (ii) interest payments calculated at a per annum rate equal to the applicable Weighted Average Net Mortgage Rate for such date and (B) for any Distribution Date on which a Class A-4FL Distribution Conversion has occurred and is continuing, the lesser of (1) 5.525% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (vii)     the Class A-4FL Regular Interest for any Distribution Date, 5.525% per annum;

          (viii)     the Class A-1A Certificates for any Distribution Date, 5.559% per annum;

          (ix)     the Class IO Certificates for the initial Distribution Date, 0.418% per annum, and for any subsequent Distribution Date, the weighted average of the Class IO Strip Rates for the respective Class IO 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);

          (x)     the Class A-M Certificates for any Distribution Date, the lesser of (1) 5.603% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xi)     the Class A-J Certificates for any Distribution Date, the lesser of (1) 5.632% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

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          (xii)     the Class B Certificates for any Distribution Date, the lesser of (1) 5.672% per annum and (2)the Weighted Average Net Mortgage Rate for such date;

          (xiii)     the Class C Certificates for any Distribution Date, the lesser of (1) 5.691% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xiv)     the Class D Certificates for any Distribution Date, the lesser of (1) 5.720% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xv)     the Class E Certificates for any Distribution Date, the lesser of (1) 5.789% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xvi)     the Class F Certificates for any Distribution Date, the lesser of (1) 5.859% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xvii)     the Class G Certificates for any Distribution Date, the Weighted Average Net Mortgage Rate for such date minus 0.010%;

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

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

          (xx)     the Class K Certificates for any Distribution Date, the lesser of (1) 5.274% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xxi)     the Class L Certificates for any Distribution Date, the lesser of (1) 5.274% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xxii)     the Class M Certificates for any Distribution Date, the lesser of (1) 5.274% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xxiii)     the Class N Certificates for any Distribution Date, the lesser of (1) 5.274% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xxiv)     the Class O Certificates for any Distribution Date, the lesser of (1) 5.274% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

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          (xxv)     the Class P Certificates for any Distribution Date, the lesser of (1) 5.274% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

          (xxvi)     the Class Q Certificates for any Distribution Date, the lesser of (1) 5.274% per annum and (2) the Weighted Average Net Mortgage Rate for such date; and

          (xxvii)     the Class FS Certificates: (i) a per annum rate equal to 9.726% for the initial Distribution Date, and (ii) for each Distribution Date thereafter, a per annum rate equal to the annualized rate at which interest would have to accrue in respect of the Class FS Certificates during the related Interest Accrual Period (calculated on the basis of a 360-day year consisting of twelve 30-day months) in order to produce an amount of interest equal to the portion of the Accrued Four Seasons Resort and Club - Dallas, TX Component Interest (each of (i) and (ii) exclusive of Penalty Interest) allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component for such Distribution Date.

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

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

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

                    “Periodic Payment”:  With respect to any Mortgage Loan or Companion Loan as of any Due Date, the scheduled payment of principal and/or interest on such Mortgage Loan or Companion Loan (exclusive of Additional Interest), including any Balloon Payment, that is actually payable by the related Mortgagor from time to time under the terms of the related Mortgage Note (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20).

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                    “Permitted Investments”:  Any one or more of the following obligations or securities (including obligations or securities of the Trustee if otherwise qualifying hereunder):

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

          (ii)     repurchase obligations with respect to any security described in clause (i) above (having original maturities of not more than 365 days); provided that the short-term deposit or debt obligations, of the party agreeing to repurchase such obligations are rated in the highest rating categories of each of S&P, Xxxxx’x and Fitch or such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies.  In addition, its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change.  Interest may either be fixed or variable.  If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index;

          (iii)     certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States of America or any state thereof (having original maturities of not more than 365 days), the short term obligations of which are rated in the highest rating categories of each of S&P, Xxxxx’x and Fitch or such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies.  In addition, its terms should have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change.  In addition, its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change.  Interest may either be fixed or variable.  If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index;

          (iv)     commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States of America 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, Xxxxx’x and Fitch or such lower rating as will not result in qualification, downgrading or withdrawal of the ratings

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then assigned to the Certificates, as evidenced in writing by the Rating Agencies.  The commercial paper by its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change.  Interest may either be fixed or variable.  If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index;

          (v)     units of money market funds that maintain a constant asset value and which, if rated, are rated in the highest applicable rating category by Xxxxx’x and Fitch and which are rated “AAAm” or “AAAm G” by S&P (or such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies) and which seeks to maintain a constant net asset value.  In addition, its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change; and

          (vi)     any other obligation or security that constitutes a “cash flow investment” within the meaning of Section 860G(a)(6) of the Code and is acceptable to each Rating Agency, evidence of which acceptability shall be provided in writing by each Rating Agency to the Master Servicer, the Special Servicer and the Trustee; provided, however, in no event shall such other obligation or security be rated less than “AA+/F1”, “AA/A-1” or “Aa3/P+” by Fitch, S&P or Xxxxx’x, respectively;

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

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

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

                    “Plan”:  As defined in Section 5.02(c).

                    “Plurality Residual Certificateholder”:  As to any taxable year of (i) the Four Seasons Resort and Club - Dallas, TX Loan REMIC, (ii) REMIC I or (iii) REMIC II,  the Holder of Certificates holding the largest Percentage Interest of the related Class of Residual Certificates.

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

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

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

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

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

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

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

                    “Prime Rate”:  The “prime rate” published in the “Money Rates” section of The Wall Street Journal, as such “prime rate” may change from time to time.  If The Wall Street Journal ceases to publish the “prime rate,” then the Master Servicer shall select an equivalent publication that publishes such “prime rate”; and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then the Master Servicer shall select a comparable interest rate index.  In either case, such

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selection shall be made by the Master Servicer in its reasonable discretion and the Master Servicer shall notify the Trustee and the Special Servicer in writing of its selection.

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

          (a)     the aggregate of the principal portions of all Scheduled Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or deemed due in respect of the Mortgage Loans (or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with this Agreement) for their respective Due Dates occurring during the related Collection Period, to the extent not previously received or advanced with respect to a Distribution Date prior to the related Collection Period;

          (b)     the aggregate of all Principal Prepayments received on the Mortgage Loans (or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with this Agreement) during the related Collection Period;

          (c)     with respect to any Mortgage Loan (or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with this Agreement) as to which the related Stated Maturity Date occurred during or prior to the related Collection Period, any payment of principal (other than a Principal Prepayment) made by or on behalf of the related Mortgagor during the related Collection Period (including any Balloon Payment), in each case net of any portion of such payment that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Scheduled Payment deemed due, in respect of such Mortgage Loan (or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement) on a Due Date during or prior to the related Collection Period and not previously recovered;

          (d)     the aggregate of the principal portion of all Liquidation Proceeds, Insurance Proceeds and, to the extent not otherwise included in clause (a), (b) or (c) above, payments that were received on the related Mortgage Loans (or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement) during the related Collection Period and that were identified and applied by the Master Servicer and/or Special Servicer as recoveries of principal of such Mortgage Loans (or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement), in each case net of any portion of such amounts that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or of the principal portion of any Assumed Scheduled Payment deemed due, in respect of the related Mortgage Loan

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(or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement) on a Due Date during or prior to the related Collection Period and not previously recovered;

          (e)     with respect to any REO Properties, the aggregate of the principal portions of all Assumed Scheduled Payments (or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component in accordance with the terms of this Agreement) deemed due in respect of the related REO Loans for their respective Due Dates occurring during the related Collection Period;

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

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

          (h)     any amounts that were used to reimburse Nonrecoverable Advances (including interest on such Nonrecoverable Advances) from principal collections on the Mortgage Loans (in the case of the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component) pursuant to Section 3.05(a) hereof which are subsequently recovered on the related Mortgage Loan with respect to the Distribution Date related to the period in which such recovery occurs, less;

          (i)     any amounts that were used to reimburse Workout-Delayed Reimbursement Amounts (including interest on such Workout-Delayed Reimbursement Amounts) from principal collections on the Mortgage Loans (or, in the case of the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component) pursuant to Section 3.05(a) hereof which are subsequently recovered on the related Mortgage Loan with respect to the Distribution Date related to the period in which such recovery occurs, less;

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

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

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

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

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

                    “Prospectus”:  The prospectus dated October 19, 2006, as supplemented by the Prospectus Supplement, relating to the Registered Certificates.

                    “Prospectus Supplement”:  The final prospectus supplement, dated October 19, 2006 of the Depositor relating to the registration of the Registered Certificates under the Securities Act.

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

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

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

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

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

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

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

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

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requirements of the above definition and shall send such certification to the Trustee.  No substitutions will be permitted for the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan, the Four Seasons Resort and Club - Dallas, TX Loan or the 2006-C27 Serviced Mortgage Loans.

                    “Rated Final Distribution Date”:  The Distribution Date in October 2048, the first Distribution Date after the 24th month following the end of the amortization term for the Mortgage Loan that, as of the Cut-Off Date, has the longest remaining amortization term (without regard to the related Stated Maturity Date).

                    “Rating Agency”:  Each of S&P, Xxxxx’x and Fitch.

                    “Rating Agency Trigger Event”:  The reduction of the Swap Counterparty’s long-term ratings below “A-” by S&P, “A-” by Fitch or “A3” by Xxxxx’x.

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

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

                    “Registered Certificate”:  Any Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class IO, Class A-M, Class A-J, Class B, Class C, Class D or Class E Certificate.

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

                    “Regulation AB”:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§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 AB Companion Loan Securitization”:  As defined in Section 3.29(a).

                    “Regulation S”:  Regulation S under the Act.

                    “Regulation S Certificate”:  A certificate in the form of Exhibit F attached hereto.

                    “Regulation S Global Certificate”:  A global certificate representing interests in a Class of Certificates as provided in Section 5.02(e), initially sold in offshore transactions in reliance on Regulation S in fully registered form without interest coupons.

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

                    “Release Date”:  The 40th day after the later of (i) commencement of the offering of the Certificates and (ii) the Closing Date.

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

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

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

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                    “REMIC I”:  The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder with respect to which a separate REMIC election is to be made and, consisting of:  (i) all of the Majority Mortgage Loans as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans received after the Closing Date (excluding all Additional Interest on such Mortgage Loans), together with all documents included in the related Mortgage Files and any related Escrow Payments and Reserve Funds; (ii) all amounts held from time to time with respect to a Majority Mortgage Loan in the Interest Reserve Account, the Certificate Account, the Distribution Account, the Gain-on-Sale Reserve Account, the Interest Shortfall Account and any REO Account; (iii) any REO Property acquired in respect of a Majority Mortgage Loan to the extent of the Trust Fund’s interest therein (or the Trust Fund’s beneficial interest in the Mortgaged Property securing The Gas Company Tower Loan, the RLJ Hotel Pool Loan or the 500–000 Xxxxxxx Xxxxxx Loan acquired under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement and the 2006-C27 Pooling and Servicing Agreement, respectively); (iv) the rights of the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements with respect to such Majority Mortgage Loans; (v) the rights of the mortgagee under all Insurance Policies with respect to such Majority Mortgage Loans, in each of the foregoing clauses exclusive of the interest of the holder of a Companion Loan therein; and (vi) the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests.

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

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

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

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

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

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

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

                    “REO Account”:  A segregated account or accounts created and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the Trustee in trust for the Certificateholders, which shall be entitled “CWCapital Asset Management LLC, as Special Servicer, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28.”

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

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

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

                    “REO Loan”:  The Mortgage Loan deemed for purposes hereof to be outstanding with respect to each REO Property to the extent of the Trust Fund’s interest therein.  Each REO Loan shall be deemed to be outstanding for so long as the related REO Property remains part of REMIC I or the Four Seasons Resort and Club - Dallas, TX Loan REMIC and deemed to provide for Periodic Payments of principal and/or interest equal to its Assumed Scheduled Payment and otherwise to have the same terms and conditions as its predecessor Mortgage Loan (such terms and conditions to be applied without regard to the default on such predecessor Mortgage Loan and the acquisition of the related REO Property as part of the Trust Fund).  Each REO Loan shall be deemed to have an initial unpaid principal balance and Stated Principal Balance equal to the unpaid principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan (or, if applicable, Companion Loan) as of the date of the related REO Acquisition.  All Scheduled Payments (other than a Balloon Payment), Assumed Scheduled Payments (in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts due and owing, or deemed to be due and owing, in respect of the predecessor Mortgage Loan as of the date of the related REO Acquisition, shall be deemed to continue to be due and owing in respect of an REO Loan.  In addition, Nonrecoverable Advances and Unliquidated Advances (including interest on such Nonrecoverable Advances and Unliquidated Advances) with respect to such REO Loan that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced pursuant to Section 3.05(a) hereof,

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shall be deemed outstanding until recovered or until a Final Recovery Determination is made.  Collections in respect of each REO Loan (after provision for amounts to be applied to the payment of, or to be reimbursed to the Master Servicer, the Special Servicer or the Trustee for the payment of, the costs of operating, managing, selling, leasing and maintaining the related REO Property or for the reimbursement of the Master Servicer, the Special Servicer or the Trustee for Advances as provided in this Agreement) shall be treated:  first, as a recovery of Nonrecoverable Advances and Unliquidated Advances (including interest on such Nonrecoverable Advances and Unliquidated Advances) with respect to such REO Loan, in each case that relate to Advances that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced pursuant to Section 3.05(a) hereof; second, as a recovery of accrued and unpaid interest on such REO Loan at the related Mortgage Rate to but not including the Due Date in the Collection Period of receipt (exclusive of any portion thereof that constitutes Additional Interest); third, as a recovery of principal of such REO Loan to the extent of its entire unpaid principal balance; and fourth, in accordance with the normal servicing practices of the Master Servicer, as a recovery of any other amounts due and owing in respect of such REO Loan, including, without limitation, (i) Yield Maintenance Charges, Prepayment Premiums and Penalty Interest and (ii) Additional Interest and other amounts, in that order.  Notwithstanding the foregoing, all amounts payable or reimbursable to the Master Servicer, the Special Servicer or the Trustee in respect of the predecessor Mortgage Loan as of the date of the related REO Acquisition, including, without limitation, any unpaid Servicing Fees and any unreimbursed Servicing Advances and P&I Advances, together with any interest accrued and payable to the Master Servicer, the Special Servicer or the Trustee in respect of such Servicing Advances and P&I Advances in accordance with Sections 3.03(d) and 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer or the Trustee, as the case may be, in respect of an REO Loan pursuant to Section 3.05(a).

                    “REO Property”:  A Mortgaged Property acquired on behalf and in the name of the Trustee (or, in the case of The Gas Company Tower Loan, the RLJ Hotel Pool Loan or the 500–000 Xxxxxxx Xxxxxx Loan, Trust Fund’s proportionate beneficial interest in the Mortgaged Property acquired by the X.X. Xxxxxx 2006-LDP8 Trustee or the 2006-C27 Trustee, as applicable) for the benefit of the Certificateholders (subject to the related Intercreditor Agreement with respect to a Mortgaged Property securing a Loan Pair) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of a Mortgage Loan.

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

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

                    “Reportable Event”:  As defined in Section 8.18(j).

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

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

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

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

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

          (a)     with respect to the circumstances described in clauses (i) and (iii) above, when the related Mortgagor has made three consecutive full and timely Periodic Payments under the terms of such Mortgage Loan (other than a Non-Serviced Mortgage Loan) (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20); and

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

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

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

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

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

                    “Residual Certificate”:  A Class R-I Certificate or Class R-II Certificate.

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

                    “Restricted Period”:  The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which the Certificates are first offered to persons other than the managers and any other distributor (as defined in Regulation S) of the Certificates, and (b) the Closing Date.

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

                    “RLJ Hotel Pool Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 6 on the Mortgage Loan Schedule).

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                    “RLJ Hotel Pool Pari Passu Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the RLJ Hotel Pool Loan and pari passu in right of entitlement with the RLJ Hotel Pool Loan.

                    “RLJ Hotel Pool Pari Passu Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of June 14, 2006, by and between Wachovia Bank, National Association, as Initial Lead Lender, Xxxxxxx Xxxxx Mortgage Lending, Inc., as Initial A-2 Lender, Xxxxxx Xxxxxxx Mortgage Capital Inc., as Initial A-3 Lender and Xxxxx Fargo Bank, National Association, as Initial A-4 Lender relating to the RLJ Hotel Pool Whole Loan.

                    “RLJ Hotel Pool Whole Loan”:  The RLJ Hotel Pool Loan, together with the RLJ Hotel Pool Pari Passu Companion Loan.

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

                    “Xxxxxxxx-Xxxxx Act”:  The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

                    “Xxxxxxxx-Xxxxx Certification”:  A written certification signed by an officer of the Depositor that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, including all necessary Regulation AB certification requirements, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time.

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

                    “Securities Act”:  The Securities Act of 1933, as amended.

                    “Senior Certificate”:  Any Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A or Class IO Certificate.

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

                    “Serviced Pari Passu Companion Loan”:  Each of the 311 South Xxxxxx Xxxx Passu Companion Loan and the Newport Bluffs Pari Passu Companion Loan.

                    “Serviced Pari Passu Mortgage Loan”:  Each of the 000 Xxxxx Xxxxxx Loan and the Newport Bluffs Loan.

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

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

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

                    “Servicing Advances”:  All customary, reasonable and necessary “out of pocket” costs and expenses incurred by or on behalf of the Master Servicer, the Special Servicer or the Co-Trustee in connection with the servicing of a Mortgage Loan or a Companion Loan (other than the Non-Serviced Mortgage Loans and their related Companion Loans), or in connection with the administration of any related REO Property, including, but not limited to, the cost of (a) compliance with the obligations of the Master Servicer and the Special Servicer, if any, set forth in Section 3.02 and Section 3.03(c), (b) the preservation, insurance, restoration, protection and management of a Mortgaged Property, including the cost of any “forced placed” insurance policy purchased by the Master Servicer to the extent such cost is allocable to a particular Mortgaged Property that the Master Servicer or the Special Servicer is required to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds or any Liquidation Proceeds of the nature described in clauses (i) through (v) of the definition of “Liquidation Proceeds,” (d) any enforcement or judicial proceedings with respect to a Mortgaged Property, including, without limitation, foreclosures, (e) any Required Appraisal or other appraisal expressly required or permitted to be obtained hereunder, (f) the operation, management, maintenance and liquidation of any such REO Property, including, without limitation, appraisals

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and compliance with Section 3.16(a) (to the extent not covered by available funds in the REO Account) and Section 3.20(h) (to the extent not paid by the related Mortgagor) and (g) compliance with the obligations of the Master Servicer or the Trustee set forth in Section 2.03(a) or (b).  Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property, or costs or expenses expressly required to be borne by the Master Servicer or Special Servicer without reimbursement pursuant to the terms of this Agreement.

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

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

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

                    “Servicing Officer”:  Any officer or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by such party to the Trustee and the Co-Trustee and the Depositor on the Closing Date, as such list may be amended from time to time.

                    “Servicing Participant”:  Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer, the Special Servicer and the Trustee, that is performing activities addressed by the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans.

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

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

                    “Servicing Standard”:  With respect to the Master Servicer or the Special Servicer, as applicable, the servicing and administration of the Mortgage Loans and the Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans) for which it is responsible hereunder (a) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, generally services and administers similar mortgage loans with similar borrowers

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

                    “Servicing Transfer Event”:  With respect to any Mortgage Loan (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans), the occurrence of any of the events described in clauses (a) through (h) of the definition of “Specially Serviced Mortgage Loan”.

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

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

                    “Special Reserve Account”:  As used herein, the Trustee may create a segregated custodial account or accounts pursuant to Section 2.02(d) in trust for the Certificateholders, which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28 and [name of party providing the funds]”.  Any such account will be an Eligible Account.

                    “Special Servicer”:  With respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans), CWCapital Asset Management LLC, or, any successor special servicer appointed as herein provided.

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

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

                    “Specially Serviced Mortgage Loan”:  Any Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loans) as to which any of the following events have occurred:

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

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

          (c)     there shall have occurred a default (other than as described in clause (a) above) that the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) shall have determined (with written notice of any such determination by the Special Servicer to be promptly given by the Special Servicer to the Master Servicer), in its good faith and reasonable judgment, and in accordance with the Servicing Standard, materially impairs the value of the Mortgaged Property as security for the Mortgage Loan and, if applicable, Companion Loan, or otherwise materially adversely affects the interests of Certificateholders and that

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continues unremedied beyond the applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified, for 60 days; provided that a default that gives rise to an acceleration right without any grace period shall be deemed to have a grace period equal to zero); provided, however, that, in the event the Special Servicer with the consent of the Controlling Class Representative determines that the related Mortgagor does not need to maintain terrorism insurance as provided in Section 3.07(a), no default related to the failure to obtain such insurance shall be deemed to be outstanding for purposes of this clause(c); or

          (d)     a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the related Mortgagor; provided that, if such decree or order is discharged, dismissed or stayed within 60 days it shall not be a Specially Serviced Mortgage Loan (and no Special Servicing Fees shall be payable); or

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

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

          (g)     the Master Servicer shall have force placed insurance against damages or losses arising from acts of terrorism due to the failure of the related borrower to maintain or cause such insurance to be maintained and (1) subsequent to such force placement such borrower fails to maintain or cause to be maintained insurance coverage against damages for losses arising from acts of terrorism for a period of 60 days (or such shorter time period as the Controlling Class Representative may consent to) or (2) the Master Servicer fails to have been reimbursed from any Servicing Advances made in connection with the force placement of such insurance coverage (unless the circumstances giving rise to such forced placement of such insurance coverage have otherwise been cured and the Master Servicer has been reimbursed for any Servicing Advances made in connection with the forced placement of such insurance coverage); or

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

                    provided, however, that a Companion Loan shall be deemed to be a Specially Serviced Mortgage Loan if the related Co-Lender Loan becomes a Specially Serviced Mortgage Loan and a Co-Lender Loan shall be deemed to be a Specially Serviced Mortgage Loan if the related Companion Loan becomes a Specially Serviced Mortgage Loan; provided, further,

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however; that a Mortgage Loan or Companion Loan will cease to be a Specially Serviced Mortgage Loan:

          (i)     with respect to the circumstances described in clause (a) above, when the related Mortgagor has made three consecutive full and timely Periodic Payments under the terms of such Mortgage Loan or Companion Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20);

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

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

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

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

                    “Startup Day”:  With respect to each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II, the day designated as such in Section 10.01(c).

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

                    “Stated Maturity Date”:  With respect to any Mortgage Loan, the Due Date specified in the Mortgage Note (as in effect on the Closing Date) on which the last payment of principal is due and payable under the terms of the Mortgage Note (as in effect on the Closing Date), without regard to any change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Special Servicer pursuant to Section 3.20 and, in the case of an ARD Loan, without regard to its Anticipated Repayment Date.

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

          (i)     the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-Off Date or the related date of substitution, as the case may be, to the extent received from the Mortgagor or advanced by the Master Servicer, the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1, the 2006-C27 Master Servicer, the 2006-C27 Trustee or the Co-Trustee and distributed to Certificateholders on or before such date of determination;

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

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

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

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

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

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

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

                    A Mortgage Loan or an REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which the

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

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

                    “Strip Rate”:  With respect to any Component for any Distribution Date, a rate per annum equal to (i) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates (provided that in no event shall the Strip Rate be less than zero).

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

                    “Subordinate Companion Holder”:  The holders of any of the Subordinate Companion Loans.

                    “Subordinate Companion Loan”:  Each of the 000-000 Xxxxxxx Xxxxxx Companion Loan, the Montclair Plaza Companion Loan and the Gateway Center Companion Loan, individually or collectively, as the context may require.

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

                    “Sub-Servicer”:  Any Person with which the Master Servicer, the Special Servicer or an Additional Servicer has entered into a Sub-Servicing Agreement for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Master Servicer or the Special Servicer under this Agreement or by an Additional Servicer under a servicing agreement, with respect to some or all of the Mortgage Loans, that are identified in Item 1122(d) of Regulation AB.

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

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

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

                    “Swap Contract”:  The 1992 ISDA Master Agreement (Multi-Currency Cross Border) together with the related schedule, confirmation and any annexes thereto, dated as of October 31, 2006, by and among the Swap Counterparty and the Trustee, solely in its capacity as Trustee, on behalf of the Trust Fund, or any replacement interest rate swap agreement entered into by the Trustee in accordance with this Agreement.

                    “Swap Counterparty”: Wachovia Bank, National Association, a national banking association, acting in such capacity or its successor in interest or any Swap Counterparty under a replacement Swap Contract.

                    “Swap Default”:  Any failure on the part of the Swap Counterparty to (i) make a required payment under the Swap Contract, as and when due thereunder, or (ii) either post acceptable collateral or find an acceptable replacement swap counterparty after a Rating Agency Trigger Event has occurred as required by Part 1, paragraph (k) of the Schedule of the Master Agreement in the Swap Contract or any early termination date as designated under the Swap Contract shall have occurred.

                    “Swap Termination Fees”:  Any fees or expenses payable by the Swap Counterparty to the Trust in connection with a Swap Default, termination of the Swap Contract or liquidation of the Swap Contract, as specified in the Swap Contract.

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

“Tax Returns”:  The federal income tax returns on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II due to its classification as a

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REMIC under the REMIC Provisions, and the federal income tax return to be filed on behalf of the Grantor Trusts due to their classification as a grantor trust under the Grantor Trust Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service under any applicable provisions of federal tax law or any other governmental taxing authority under applicable State and Local Tax laws.

                    “Tenants-in-Common Loan”:  Those certain Mortgage Loans which are identified on Exhibit Z 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 Gas Company Tower Loan”:  That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 1 on the Mortgage Loan Schedule).

                    “The Gas Company Tower Pari Passu Companion Loan”:  That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing The Gas Company Tower Loan and pari passu in right of entitlement with The Gas Company Tower Loan.

                    “The Gas Company Tower Pari Passu Intercreditor Agreement”:  The Co-Lender Agreement, dated as of September 1, 2006, by and between Nomura Credit & Capital, Inc., as Initial Note A-1 Holder, and Nomura Credit & Capital, Inc., as  Initial Note A-2 Holder relating to The Gas Company Tower Whole Loan.

                    “The Gas Company Tower Whole Loan”:  The Gas Company Tower Loan, together with The Gas Company Tower Pari Passu Companion Loan.

                    “Time of Sale”:  As defined in that certain Underwriting Agreement, dated as of October 19, 2006, among Wachovia Commercial Mortgage Securities, Inc., Wachovia Bank, National Association, Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Xxxxxxx, Xxxxx & Co. and Loop Capital Markets, LLC.

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

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

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

                    “Trust-Related Litigation”:  As defined in Section 3.30.

                    “Trust Fund”:  Collectively, (i) all of the assets of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II, (ii) the Additional Interest Grantor Trust Assets and (iii) the A-4FL Grantor Trust Assets.

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                    “Trustee”:  Xxxxx Fargo Bank, N.A., its successor in interest, or any successor trustee appointed as herein provided.

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

                    “Trustee Fee Rate”:  0.00041% per annum.

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

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

                    “Underwriter”:  Each of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Xxxxxxx, Xxxxx & Co. and Loop Capital Markets, LLC or, in each case, its successor in interest.

                    “United States Person”:  A citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia unless in the case of a partnership, Treasury Regulations are adopted that provide otherwise, an estate whose income is includable in gross income for United States federal income tax purposes regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a)(30) of the Code (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996, that are eligible to elect to be treated as United States Persons).

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

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

                    “Voting Rights”:  The portion of the voting rights of all of the Certificates which is allocated to any Certificate.  At all times during the term of this Agreement, 100% of the

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

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

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

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

                    “Weighted Average Net Mortgage Rate”:  With respect to any Distribution Date, the rate per annum equal to the weighted average, expressed as a percentage and rounded to six decimal places, of the respective Net Mortgage Rates applicable to the Mortgage Loans (excluding the applicable interest rate and Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) as of the first day of the related Collection Period, weighted on the basis of their respective Stated Principal Balances (excluding the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component with respect to the Four Seasons Resort and Club - Dallas, TX Loan) immediately following the preceding Distribution Date.

                    “Whole Loan”:  Collectively, each Co Lender Loan and its related Companion Loan.

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                    “Workout-Delayed Reimbursement Amounts”:  With respect to any Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Monthly Payments under its modified terms, would then constitute) a Corrected Mortgage Loan (or, with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan, a “corrected mortgage loan” under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement, or, with respect to the 2006-C27 Serviced Mortgage Loans a “corrected mortgage loan” under the 2006-C27 Pooling and Servicing Agreement), together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance (and any interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan (or, with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan, a “corrected mortgage loan” under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement, or, with respect to the 2006-C27 Serviced Mortgage Loans a “corrected mortgage loan” under the 2006-C27 Pooling and Servicing Agreement) and (ii) the amount of such Advance (and any interest thereon) becomes an obligation of the Mortgagor to pay such amount over a period of time rather than immediately or on the next Due Date under the terms of the modified loan documents.

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

                    “Workout Fee Rate”:  With respect to each Corrected Mortgage Loan, 1.00%.

                    “Yield Maintenance Charge”:  Payments paid or payable, as the context requires, on a Mortgage Loan as the result of a Principal Prepayment thereon, not otherwise due thereon in respect of principal or interest, which have been calculated (based on Scheduled Payments on such Mortgage Loan) to compensate the holder for reinvestment losses based on the value of an interest rate index at or near the time of prepayment.  Any other prepayment premiums, penalties and fees not so calculated will not be considered “Yield Maintenance Charges.”  In the event that a Yield Maintenance Charge shall become due for any particular Mortgage Loan, the Master Servicer shall be required to follow the terms and provisions contained in the applicable Mortgage Note; provided, however, in the event the particular Mortgage Note shall not specify the U.S. Treasuries which shall be used in determining the discount rate or the reinvestment yield to be applied in such calculation, the Master Servicer shall be required to use those U.S. Treasuries having maturity dates most closely approximating the maturity of such Mortgage Loan.  Accordingly if either no U.S. Treasury issue, or more than one U.S. Treasury issue, shall coincide with the term over which the Yield Maintenance Charge shall be calculated (which depending on the applicable Mortgage Note is based on the remaining average life of the Mortgage Loan or the actual term remaining through the Maturity Date), the Master Servicer shall use the U.S. Treasury whose reinvestment yield is the lowest, with such yield being based on the bid price for such issue as published in The Wall Street Journal on the date that is fourteen (14) days prior to the date that the Yield Maintenance Charge shall become due and payable (or, if such bid price is not published on that date, the next preceding date on which such bid price is so published) and converted to a monthly compounded nominal yield.  The monthly compounded nominal yield (“MEY”) is derived from the reinvestment yield or discount rate and shall be defined as MEY = (12X {(1+”BEY”/2)^1/6}-1) where BEY is defined as the U.S.

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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+ 0.055/2)^0.16667}-1) where 0.055 is the decimal version of the percentage 5.5% and 0.16667 is the decimal version of the exponential power.  The MEY in the above calculation is 5.44%.

ARTICLE II.

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

                    Section 2.01.     Conveyance of Mortgage Loans.

                    (a)     The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, and (iii) all other assets included or to be included in the Trust Fund.  Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-Off Date.  The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.

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

                    (c)     If any Mortgage Loan Seller cannot deliver, or cause to be delivered, on the Closing Date, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iii), (vi) (if recorded) and (viii) of the definition of “Mortgage File” (or, with respect to the Non-Serviced Mortgage Loans, a photocopy thereof), with evidence of recording thereon, solely because of a delay caused by the public recording office where such document or instrument has been delivered for recordation, the delivery requirements of the related Mortgage Loan Purchase Agreement and Section 2.01(b) shall be deemed to have been satisfied as to such

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

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

                    (d)     The Trustee shall, for a fee paid to the Trustee by the Depositor on the Closing Date as to each Mortgage Loan (other than the Non-Serviced Mortgage Loans) promptly (and in any event within 90 days following the latest of (i) the Closing Date, (ii) the delivery of all assignments and UCC Financing Statements to the Trustee and (iii) the date on which the Trustee receives, with respect to the original recorded or filed documents relating to such assignments and UCC Financing Statements, all necessary recording and filing information required for the recording or filing of such assignments and UCC Financing Statements) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate and to the extent timely delivered to the Trustee in final, recordable form, each assignment of Mortgage, assignment of Assignment of Leases and any other recordable documents (to the extent the Trustee has actual knowledge that such documents are to be recorded) relating to each such Mortgage Loan, in favor of the Trustee referred to in clause (iv)(a), (b) and (c), respectively, of the definition of “Mortgage File” and each UCC-2 and UCC-3 assignment in favor of the Trustee and so delivered to the Trustee

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and referred to in clause (viii) of the definition of “Mortgage File.”  The applicable Mortgage Loan Seller shall reimburse the Trustee for all reasonable costs and expenses incurred for recording any documents described in clause (iv)(c) of the definition of “Mortgage File.”  Each such assignment, UCC-2 and UCC-3 shall reflect that the recorded original should be returned by the public recording office to the Trustee or its designee following recording, and each such UCC-2 and UCC-3 assignment shall reflect that the file copy thereof should be returned to the Trustee or its designee following filing; provided that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original, at the expense of the Depositor.  If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Trustee shall direct the related Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement to promptly prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the Trustee shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate.  Upon request, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned recorded assignments following the Trustee’s receipt thereof, to the extent not previously provided.

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

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

                    Section 2.02.     Acceptance of the Trust Fund by Trustee.

                    (a)     The Trustee, by its execution and delivery of this Agreement, acknowledges receipt of the Depositor’s assignment to it of the Depositor’s right, title and interest in the assets that constitute the Trust Fund, and further acknowledges receipt by it or a Custodian on its behalf, subject to the provisos in the definition of “Mortgage File” and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each Mortgage Loan and (ii) a copy of a fully executed counterpart of each

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Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and the other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Mortgage Loans and other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and, with respect to any original document in the Mortgage File for a Loan Pair, any present or future Companion Holders.  The Trustee hereby certifies to each of the Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan Seller that, except as identified in the schedule of exceptions, which is attached hereto as Exhibit C-1 without regard to the proviso in the definition of “Mortgage File,” each of the original executed Mortgage Notes (or lost note affidavit), the Mortgage (or an executed copy thereof), the lender’s title policy (original or copy or marked-up title commitment marked as binding and countersigned by the title company or its authorized agent or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company), a copy of any related Ground Leases, the original (or copy if the original has been delivered to the Master Servicer) of any related letters of credit (and the related transfer or assignment documents, if applicable), as described in clauses (i), (ii), (vii), (ix)(A) and (xii), respectively, of the definition of Mortgage File are in its possession.

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

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forty-five (45) Business Days, as the case may be, (A) in the case of clause (2), the Paying Agent shall retain such funds on deposit in the related Special Reserve Account, or (B) in the case of clause (3), the related Mortgage Loan Seller shall repurchase the related Mortgage Loan in accordance with the terms and conditions of Section 2.03(b) or the related Mortgage Loan Purchase Agreement, at which time such funds shall be applied to the Purchase Price of the related Mortgage Loan.

                    (b)     In addition, within ninety (90) days after the Closing Date (and if any exceptions are noted, a schedule of exceptions again every 90 days thereafter until the second anniversary of the Closing Date, and a schedule of exceptions every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller or the Majority Subordinate Certificateholder), the Trustee or the Custodian on its behalf will review the Mortgage Files and certify (in a certificate substantially in the form of Exhibit C-2) to each of the Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan Seller (with copies to the Majority Subordinate Certificateholder) that, with respect to each Mortgage Loan (and with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans and their related Companion Loans, only those items required pursuant to the definition of “Mortgage File”) listed in the Mortgage Loan Schedule, except as specifically identified in the schedule of exceptions annexed thereto, (i) without regard to the proviso in the definition of “Mortgage File,” all documents specified in clauses (i), (ii), (iv)(a), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Trustee to be required, clauses (iii), (iv)(b), (iv)(c), (vi), (viii), (ix)(A) and (xii) of the definition of “Mortgage File” are in its possession, (ii) all documents delivered or caused to be delivered by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face and appear to relate to such Mortgage Loan, (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule for such Mortgage Loan with respect to the items specified in clauses (v) and (vi)(C) of the definition of “Mortgage Loan Schedule” is correct and (iv) solely with respect to the Companion Loans, all documents specified in clause (xvi) of the definition of Mortgage File are in its possession.  Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, the Trustee may assume, for purposes of the certification delivered in this Section 2.02(b) and for purposes of determining (subject to the proviso at the end of this sentence) where to file UCC Financing Statements, that the related Mortgage File should include one state level UCC Financing Statement filing in the state of incorporation of the Mortgagor for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor); provided, however, that to the extent the Trustee has actual knowledge or is notified of any fixture or real property UCC Financing Statements filed in the county of the state where the related Mortgaged Property is located, the Trustee shall file an assignment to the Trust Fund with respect to such UCC Financing Statements in the appropriate jurisdiction under the UCC at the expense of the related Mortgage Loan Seller.  The UCC Financing Statements to be assigned to the Trust Fund pursuant to Section 2.01(d) will be delivered by the related Mortgage Loan Seller to the Trustee on the new national forms, in recordable form and completed pursuant to Revised Article IX of the UCC.  The Trustee will submit such UCC Financing Statements for filing in the state of incorporation of the related Mortgagor as so indicated on the documents provided.

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                    (c)     None of the Trustee, the Master Servicer, the Special Servicer or any Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face.

                    (d)     The Trustee may establish a Special Reserve Account which shall be an Eligible Account, and the Trustee or its designee shall deposit any amount required to be deposited in a Special Reserve Account within one (1) Business Day of receipt.  The related Mortgage Loan Seller may direct the Trustee to invest or cause the investment of the funds deposited in the Special Reserve Account in Permitted Investments that bear interest or are sold at a discount and that mature, unless payable on demand, no later than the Business Day prior to the next P&I Advance Date.  The Trustee shall act upon the written instructions of the related Mortgage Loan Seller with respect to the investment of the funds in the Special Reserve Account in such Permitted Investments; provided that in the absence of appropriate and timely written instructions from the related Mortgage Loan Seller, the Trustee shall not have any obligation to invest or direct the investment funds in such Special Reserve Account.  All income and gain realized from the investment of funds deposited in such Special Reserve Account shall be for the benefit of the related Mortgage Loan Seller and shall be withdrawn by the Trustee or its designees and remitted to the related Mortgage Loan Seller on each P&I Advance Date (net of any losses incurred), and the related Mortgage Loan Seller shall remit to the Trustee from the related Mortgage Loan Seller’s own funds for deposit into such Special Reserve Account the amount of any Net Investment Loss (net of Net Investment Earnings) in respect of such Permitted Investments immediately upon realization of such Net Investment Losses and receipt of written notice thereof from the Trustee; provided that the related Mortgage Loan Seller shall not be required to deposit any loss on an investment of funds in the Special Reserve Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Special Reserve Account; provided that such depository institution is not the related Mortgage Loan Seller or an affiliate of such Mortgage Loan Seller.  The Special Reserve Account shall be considered an “outside reserve fund” within the meaning of the REMIC Provisions, and such Special Reserve Account (or any reimbursement from the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II with respect thereto) will be beneficially owned by the related Mortgage Loan Seller, who shall be taxable on all income, if any, with respect thereto.

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

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

                    (a)     If any party hereto discovers or receives notice that any document or documents constituting a part of a Mortgage File (including that part relating to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans held by the X.X. Xxxxxx 2006-LDP8 Trustee and the 2006-C27 Trustee, respectively) has not been properly executed, is missing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each a “Document Defect”), or discovers or receives notice of a breach of any representation or warranty relating to any Mortgage Loan set forth in the applicable Mortgage Loan Purchase Agreement (a “Breach”), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the other parties hereto, to the Majority Subordinate Certificateholder and to the Rating Agencies of such Document Defect or Breach.  Promptly upon becoming aware of any Document Defect or Breach (including through such written notice provided by any party hereto or the Majority Subordinate Certificateholder as provided above), if any party hereto determines that such Document Defect or Breach materially and adversely affects the value of the affected Mortgage Loan, the interest of the Trust Fund therein or the interests of any Certificateholder, such party shall notify the Master Servicer of such determination and promptly after receipt of such notice, the Master Servicer, or with respect to a Specially Serviced Mortgage Loan, the Special Servicer, shall request in writing (with a copy to the other parties hereto, the Majority Subordinate Certificateholder, the Rating Agencies and the Controlling Class Representative (if different from the Majority Subordinate Certificateholder)) that the applicable Mortgage Loan Seller, not later than ninety (90) days from receipt of such written request (or, in the case of a Document Defect or Breach relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of the REMIC Provisions, not later than ninety (90) days after any party to this Agreement discovers such Document Defect or Breach) (i) cure such Document Defect or Breach, as the case may be, in accordance with Section 3(c) of the applicable Mortgage Loan Purchase Agreement, (ii) repurchase the affected Mortgage Loan (other than with respect to the Non-Serviced Mortgage Loans, for which no substitution shall be permitted) in accordance with Section 3(c) of the related Mortgage Loan Purchase Agreement, or (iii) within two years of the Closing Date, substitute a Qualified Substitute Mortgage Loan (other than with respect to the Non-Serviced Mortgage Loans and the Four Seasons Resort and Club - Dallas, TX Loan, for which no substitution will be permitted) for such affected Mortgage Loan and pay the Master Servicer for deposit into the Certificate Account any Substitution Shortfall Amount in connection therewith in accordance with Sections 3(c) and 3(d) of the applicable Mortgage Loan Purchase Agreement; provided, however, that if such Document Defect or Breach is capable of being cured, but not within such ninety (90) day period, such Document Defect or Breach does not relate to the Mortgage Loan not being treated as a “qualified mortgage” within the meaning of the REMIC Provisions, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such ninety (90) day period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan); provided, further, with respect to such additional ninety (90) day period the

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applicable Mortgage Loan Seller shall have delivered an Officer’s Certificate to the Trustee setting forth what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates such Document Defect or Breach will be cured within the additional ninety (90) day period; provided, further, that no Document Defect (other than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground Lease, any letter of credit, franchise agreement or any comfort letter and comfort letter transfer documents (collectively, the “Material Core Documents”)) shall be considered to materially and adversely affect the interests of any Certificateholder, the interest of the Trust Fund therein or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligations; provided, further, with respect to Document Defects which materially and adversely affect the interest of any Certificateholder, the interests of the Trust therein or the value of the related Mortgage Loan, other than with respect to Document Defects relating to the Material Core Documents, any applicable cure period following the initial ninety (90) day cure period may be extended by the Master Servicer or the Special Servicer if the document involved is not needed imminently.  Such extension will end upon 30 days notice of such need as reasonably determined by the Master Servicer or Special Servicer (with a possible 30 day extension if the Master Servicer or Special Servicer agrees that the applicable Mortgage Loan Seller is diligently pursuing a cure).  Pursuant to the related Mortgage Loan Purchase Agreement, the related Mortgage Loan Seller shall cure all Document Defects which materially and adversely affect the interests of any Certificateholder, the interests of the Trust Fund therein or the value of the related Mortgage Loan, regardless of the document involved, no later than two years following the Closing Date; provided, however, that the initial ninety (90) day cure period referenced above shall not be reduced.  For a period of two years from the Closing Date, so long as there remains any Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer’s Certificate pursuant to Section 3(c) of the applicable Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver to the other parties a written report as to the status of such uncured Document Defects as provided in this Section 2.03.  If the affected Mortgage Loan is to be repurchased or substituted, the Master Servicer shall designate the Certificate Account as the account to which funds in the amount of the Purchase Price or the Substitution Shortfall Amount, as applicable, are to be wired.  Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis.

                    If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described in the immediately preceding paragraph, (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Document Defect or Breach, as the case may be, will be deemed to constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Group for purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Loan(s) in the related Crossed Group as provided in the immediately preceding paragraph unless such other Crossed Loans satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for

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substitution and repurchase of Mortgage Loans set forth herein.  In the event that the remaining Crossed Loans in such Crossed Group satisfy the aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Document Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group.  Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Mortgage Loans in accordance with the Mortgage Loan documents.  All other terms of the Mortgage Loans shall remain in full force and effect without any modification thereof.

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

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

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delivered to the Trustee by the Master Servicer and are necessary to permit the Master Servicer to do so.  The Master Servicer shall indemnify the Trustee for any reasonable costs, fees, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse by the Master Servicer of such powers of attorney.  At the time a substitution is made, the related Mortgage Loan Purchase Agreement will provide that the Mortgage Loan Seller shall deliver the related Mortgage File to the Trustee and certify that the substitute Mortgage Loan is a Qualified Substitute Mortgage Loan.

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

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

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

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

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

                    Section 2.04.     Representations and Warranties of Depositor.

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

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

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

          (iii)         The Depositor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

          (iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

          (v)           The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Depositor’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor;

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

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

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

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and authority to sell, assign and transfer the Mortgage Loans and all servicing rights pertaining thereto; and

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

                    (b)          The representations and warranties of the Depositor set forth in Sections 2.04(a) and 8.18 shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence.  Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties.

                    Section 2.05.     Conveyance of Majority Mortgage Loans and the Four Seasons Resort and Club - Dallas, TX Loan; Acceptance of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and Additional Interest Grantor Trust by Trustee.

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

                    Section 2.06.     Issuance of Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests.

                    Concurrently with the assignment and in exchange for the Four Seasons Resort and Club - Dallas, TX Loan, the Trustee acknowledges the issuance of the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests to the Depositor and the issuance of the Class R-I Certificates as described in Section 2.08.  The rights of REMIC I (as holder of the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests) and the Class R-I

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Certificates to receive distributions from the proceeds of the Four Seasons Resort and Club - Dallas, TX Loan REMIC shall be as set forth in this Agreement.

                    Section 2.07.     Conveyance of Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests; Acceptance of REMIC I by the Trustee.

                    The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests to the Trustee for the benefit of REMIC I.  The Trustee acknowledges the assignment to it of the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of REMIC I.

                    Section 2.08.     Conveyance of Mortgage Loans; Acceptance of REMIC I and Additional Interest Grantor Trust by Trustee.

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

                    Section 2.09.     Issuance of the REMIC I Regular Interests; Execution, Authentication and Delivery of Class R-I Certificates.

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

                    Section 2.10.     Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee.

                    The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests to the Trustee for the benefit of the respective Holders of the REMIC II Certificates.  The Trustee acknowledges the assignment to it

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of the REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the REMIC II Certificates.

                    Section 2.11.     Execution, Authentication and Delivery of REMIC II Certificates; Class A-4FL Regular Interest.

                    Concurrently with the assignment to the Trustee of the REMIC I Regular Interests and in exchange therefor, and pursuant to the written request of the Depositor, executed by an affiliate of the Depositor, the Trustee, as Certificate Registrar, has executed, and the Trustee, as Authenticating Agent, has authenticated and delivered to or upon the order of the Depositor, the REMIC II Certificates in authorized denominations and has issued the Class A-4FL Regular Interest evidencing the entire beneficial ownership of REMIC II.  The rights of the holders of the respective Classes of REMIC II Certificates and the Trustee as Holder of the Class A-4FL Regular Interest to receive distributions from the proceeds of REMIC II in respect of their REMIC II Certificates and the Class A-4FL Regular Interest, and all ownership interests evidenced or constituted by the respective Classes of REMIC II Certificates and the Class A-4FL Regular Interest in such distributions, shall be as set forth in this Agreement.

                    Section 2.12.     Execution, Authentication and Delivery of Class A-4FL Certificates.

                    Concurrently with the assignment to the Trustee of the Class A-4FL Regular Interest, the executed Swap Contract and the established Floating Rate Account comprising the Class A-4FL Grantor Trust and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, as Certificate Registrar, authenticated, as Authenticating Agent and delivered to or upon the order of the Depositor, the Class A-4FL Certificates.

                    Section 2.13.     Execution, Authentication and Delivery of Class Z Certificates.

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

ARTICLE III.

ADMINISTRATION AND SERVICING OF THE TRUST FUND

                    Section 3.01.      Administration of the Mortgage Loans.

                    (a)          Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (other than the Non-Serviced Companion Loans) that each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders and in the case of the Companion Loans, the related Companion Holder, in accordance with any and all applicable laws, the terms of this Agreement (and, with respect to a

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Loan Pair, the related Intercreditor Agreement), the terms of the respective Mortgage Loans, and, if applicable, the Companion Loans and, to the extent consistent with the foregoing, in accordance with the Servicing Standard.  With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control (other than with respect to a conflict regarding deliveries under the Exchange Act, the Sarbanes Oxley Act and/or the Securities Act with respect to each of the 000 Xxxxx Xxxxxx Whole Loan and the Newport Bluffs Whole Loan, in which event this Agreement will control); provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions.  Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Mortgage Loans and the Companion Loans (in each case, other than the Non-Serviced Mortgage Loans and its related Companion Loan) that are not Specially Serviced Mortgage Loans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans and their related Companion Loans) and REO Property and shall render such services with respect to all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder.  All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21.

                    The parties hereto acknowledge that each of the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans and their related Companion Loans are being serviced and administered under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement and the 2006-C27 Pooling and Servicing Agreement, respectively.  The Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Co-Trustee shall have no obligation or authority (i) to service and administer the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan, the 2006-C27 Serviced Mortgage Loans or their related Companion Loans (except for the limited duties with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans expressly provided herein), (ii) to supervise the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1, the X.X. Xxxxxx 2006-LDP8 Special Servicer, the X.X. Xxxxxx 2006-LDP8 Trustee, the 2006-C27 Master Servicer, the 2006-C27 Special Servicer or the 2006-C27 Trustee or (iii) to make Servicing Advances or, with respect to the 2006-C27 Serviced Mortgage Loans only, P&I Advances (except to the limited extent

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described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the 2006-C27 Serviced Mortgage Loans).  In addition to any other obligations expressly set forth herein by specific reference to any or all of the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan or the 2006-C27 Serviced Mortgage Loans, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, as the case may be:

          (i)          The Trustee and the Paying Agent shall have the obligations described under Section 2.02 with respect to the Mortgage File for the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans;

          (ii)          Each of the Master Servicer, the Special Servicer and the Trustee shall have the obligations applicable to such party under Section 2.03 with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans;

          (iii)         The Master Servicer shall have the obligations described under Sections 3.04 and 3.05 with respect to all amounts received from the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 and the 2006-C27 Master Servicer with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans;

          (iv)          The Trustee shall have the obligations described under Section 3.10 with respect to the Mortgage File for the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loan;

          (v)           Upon receipt of information and reports on the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans from the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1, respectively and the 2006-C27 Master Servicer, the Master Servicer shall include such information in the reports and notices required under Section 3.12;

          (vi)          The Master Servicer and the Paying Agent shall each have the obligations applicable to such party under Section 3.15 with respect to information and reports it has received regarding the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans;

          (vii)         Each of the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the obligations applicable to such party under Section 3.18 with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans; and

          (viii)        The Master Servicer shall have the obligations described under Section 3.19(a) with respect to any Prepayment Interest Shortfall on the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans.

                    The obligation of the Master Servicer to provide information and collections to the Paying Agent and the Certificateholders with respect to the X.X. Xxxxxx 2006-LDP8 Serviced

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Mortgage Loan and the 2006-C27 Serviced Mortgage Loans shall be dependent on its receipt of the corresponding information and collections from the X.X. Xxxxxx 2006-LDP8 Master Servicer Xx. 0, xxx X.X. Xxxxxx 0000-XXX0 Special Servicer, the 2006-C27 Master Servicer or the 2006-C27 Special Servicer, as the case may be.

                    With respect to the Serviced Pari Passu Mortgage Loans, in the event such Serviced Pari Passu Mortgage Loan or any successor REO Loan is no longer part of the Mortgage Pool, then (upon request) the Master Servicer and the Special Servicer will continue to service and administer the related Loan Pair or any related REO Property, as and to the extent contemplated by the related Intercreditor Agreement, until a replacement servicing agreement is in place.

                    (b)          Subject to Section 3.01(a) and Section 6.11, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable.  Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Mortgage Loans and Companion Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and, pursuant to each Intercreditor Agreement, the Companion Holders to execute and deliver, on behalf of the Certificateholders, the Companion Holders and the Trustee or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20 and Section 6.11, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release, discharge, or assignment, and all other comparable instruments; and (iv) pledge agreements and other defeasance documents in connection with a defeasance contemplated pursuant to Section 3.20(h).  Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer; provided, further, that, the Master Servicer and the Special Servicer shall not, without the Trustee’s written consent, (A) initiate any action in the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s representative capacity or (B) cause the Trustee to be registered to do business in any state.

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

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

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

                    Section 3.02.     Collection of Mortgage Loan Payments.

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

                    (b)          All amounts collected in respect of any Mortgage Loan or Companion Loan (other than the Non-Serviced Companion Loans) in the form of payments from Mortgagors, Liquidation Proceeds (insofar as such Liquidation Proceeds are of the nature described in clauses (i) through (iii) of the definition thereof) or Insurance Proceeds shall be applied to either amounts due and owing under the related Mortgage Note and Mortgage (including, without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note and Mortgage (and, with respect to a Loan

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

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

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applicable Mortgage Loan Seller shall draw upon such letter of credit for the benefit of the Trust Fund pursuant to written instructions from the Master Servicer.

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

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

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

                    (a)          The Master Servicer shall, as to all Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (other than the Non-Serviced Companion Loans), establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained, and shall administer such accounts in accordance with the terms of the Mortgage Loan documents.  Each Servicing Account shall be an Eligible Account.  Withdrawals of amounts so collected from a Servicing Account may be made (to the extent amounts have been escrowed for such purpose) only to:  (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Master Servicer or the Trustee for any unreimbursed Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to Mortgagors on balances in the Servicing Account; (v) pay itself interest and investment income on balances in the Servicing Account as described in Section 3.06(b), if and to the extent not required by law or the terms of the applicable Mortgage Loan to be paid to the Mortgagor; (vi) withdraw amounts deposited in error or (vii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01.  To the extent permitted by law or the applicable Mortgage Loan, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06 and in accordance with the terms of the related Mortgage Loan documents.  The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in Servicing Accounts maintained thereby, if required by law or the terms of the related Mortgage Loan.  If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding.  The Servicing Accounts shall not be considered part of the segregated pool of assets constituting the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I, REMIC II or the Grantor Trusts.

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                    (b)          The Master Servicer (for the Mortgage Loans other than Specially Serviced Mortgage Loans, the Non-Serviced Mortgage Loans and REO Loans) or the Special Servicer (for Specially Serviced Mortgage Loans and REO Loans) shall (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.  For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments (at the direction of the Special Servicer for Specially Serviced Mortgage Loans and REO Loans) as allowed under the terms of the related Mortgage Loan or Companion Loan or, if such Mortgage Loan or Companion Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall, as to all Mortgage Loans or Companion Loans, use reasonable efforts consistent with the Servicing Standard to enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due, and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.

                    (c)          The Master Servicer shall, as to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans), subject to Section 3.01(d), make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments, penalties and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis; provided that the Master Servicer shall not make any Servicing Advance prior to the penalty date or cancellation date, as applicable, if the Master Servicer reasonably anticipates in accordance with the Servicing Standard that the Mortgagor will pay such amount on or before the penalty date or cancellation date; provided, further, that the Master Servicer shall not be obligated to make any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance but may, but is not required to, pay such amounts out of funds in the Certificate Account if it determines that such payment would be in the best interests of the Certificateholders and such payment may be withdrawn from amounts in the Certificate Account; provided that the Master Servicer may conclusively rely upon any such nonrecoverability determination by the Special Servicer.  All such Servicing Advances or amounts withdrawn from the Certificate Account shall be reimbursable in the first instance from related collections from the Mortgagors, and further as provided in Section 3.05(a).  No costs incurred by the Master Servicer or the Trustee in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of such Mortgaged Properties shall, for purposes of this Agreement, including, without limitation, the Paying Agent’s calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Mortgage Loans or Companion Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans so permit.  The foregoing shall in no way limit the Master Servicer’s ability to charge and collect from the

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Mortgagor such costs together with interest thereon.  In addition to any other rights to recovery set forth herein with respect to any Servicing Advance made on the 000 Xxxxx Xxxxxx Whole Loan and the Newport Bluffs Whole Loan, as applicable, the Master Servicer and/or the Trustee, as applicable, shall be entitled to recovery of a portion of such amounts without duplication from the holder of the related Pari Passu Companion Loans pursuant to the terms of the related Intercreditor Agreement and the related pooling and servicing agreement (or similar agreement).

                    The Special Servicer shall give the Master Servicer and the Trustee not less than five (5) Business Days’ notice with respect to Servicing Advances to be made on any Specially Serviced Mortgage Loan or REO Property, before the date on which the Master Servicer is required to make any Servicing Advance with respect to a given Mortgage Loan, Companion Loan or REO Property; provided, however, that only two (2) Business Days’ notice shall be required in respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments).  In addition, the Special Servicer shall provide the Master Servicer and the Co-Trustee with such information in its possession as the Master Servicer or the Co-Trustee, as applicable, may reasonably request to enable the Master Servicer or the Co-Trustee, as applicable, to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance.  Any request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination.  On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer’s determination as to whether any Servicing Advance previously made with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing Advance.  The Master Servicer shall be entitled to conclusively rely on such a determination.

                    If the Master Servicer is required under any provision of this Agreement (including, but not limited to, this Section 3.03(c)) to make a Servicing Advance, but does not do so within 15 days after such Advance is required to be made (or such shorter period as may be required to avoid foreclosure of liens for delinquent real estate taxes or a lapse in insurance coverage), the Co-Trustee shall, if a Responsible Officer of the Co-Trustee has actual knowledge of such failure on the part of the Master Servicer, give written notice of such failure to the Master Servicer.  If such Servicing Advance is not made by the Master Servicer within three (3) Business Days after such notice then (subject to a determination that such Servicing Advance would not be a Nonrecoverable Servicing Advance) the Co-Trustee shall make such Servicing Advance.  Any failure by the Master Servicer to make a Servicing Advance hereunder shall constitute an Event of Default by the Master Servicer subject to and as provided in Section 7.01.

                    (d)          In connection with its recovery of any Servicing Advance from the Certificate Account pursuant to Section 3.05(a), each of the Master Servicer and the Co-Trustee shall be entitled to receive, out of any amounts then on deposit in the Certificate Account, any unpaid interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of such Servicing Advance (to the extent made with its own funds) from the date made to but not including the date of reimbursement such interest to be payable, subject to the terms of the related Intercreditor Agreement with respect to a Loan Pair, first out of late

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payment charges and Penalty Interest received on the related Mortgage Loan or REO Property during the Collection Period in which such reimbursement is made, and to the extent that such late payment charges and Penalty Interest are insufficient, but only after or at the same time the related Advance has been or is reimbursed pursuant to this Agreement, then from general collections on the Mortgage Loans then on deposit in the Certificate Account.  The Master Servicer shall reimburse itself or the Co-Trustee, as applicable, for any outstanding Servicing Advance made thereby as soon as practicable after funds available for such purpose have been received by the Master Servicer, and in no event shall interest accrue in accordance with this Section 3.03(d) on any Servicing Advance as to which the corresponding Escrow Payment or other similar payment by the Mortgagor was received by the Master Servicer on or prior to the date the related Servicing Advance was made.  Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Co-Trustee make any Servicing Advances with respect to any Companion Loan after the related Co-Lender Loan has been paid in full.

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

                    (f)          The Master Servicer shall, as to all Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (other than the Non-Serviced Companion Loans), establish and maintain, as applicable, one or more accounts (the “Reserve Accounts”), into which all Reserve Funds, if any, shall be deposited and retained.  Withdrawals of amounts so deposited may be made (i) to pay for, or to reimburse the related Mortgagor in connection

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with, the related environmental remediation, repairs and/or capital improvements at the related Mortgaged Property if the repairs and/or capital improvements have been completed, and such withdrawals are made in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any agreement with the related Mortgagor governing such Reserve Funds and any other items for which such Reserve Funds were intended pursuant to the related Mortgage Loan documents and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below if permitted under the related Mortgage Loan documents.  To the extent permitted in the applicable Mortgage, funds in the Reserve Accounts to the extent invested may be only invested in Permitted Investments in accordance with the provisions of Section 3.06.  All Reserve Accounts shall be Eligible Accounts.  The Reserve Accounts shall not be considered part of the segregated pool of assets comprising the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I, REMIC II or the Grantor Trusts.  Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing such Reserve Funds by which the required repairs and/or capital improvements at the related Mortgaged Property must be completed.

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

                    (a)          The Master Servicer shall establish and maintain one or more accounts (collectively, the “Certificate Account”), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, to the extent funds on deposit in the Certificate Account are allocable to the related Companion Loans (other than the Non-Serviced Companion Loans), the related Companion Holders, but solely to the extent set forth in the related Intercreditor Agreement and subject to any provisions relating to subordination of rights with respect to the Co-Lender Loans.  The Certificate Account shall be an Eligible Account.  The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within one (1) Business Day of receipt of available funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or the Companion Loans) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf subsequent to the Cut-Off Date (other than in respect of principal and interest on the Mortgage Loans or the Companion Loans due (other than the Non-Serviced Companion Loans) and payable on or before the Cut-Off Date, which payments shall be delivered promptly to the applicable Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse), other than amounts received from Mortgagors which are to be used to purchase defeasance collateral, or payments (other than Principal Prepayments) received by it on or prior to the Cut-Off Date but allocable to a period subsequent thereto:

          (i)          all payments on account of principal of the Mortgage Loans or Companion Loans (other than the Non-Serviced Companion Loans), including Principal Prepayments;

          (ii)          all payments on account of interest on the Mortgage Loans or Companion Loans (other than the Non-Serviced Companion Loans), including Additional Interest;

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          (iii)         all Prepayment Premiums and Yield Maintenance Charges (other than with respect to the Non-Serviced Companion Loans) ;

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

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

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

          (vii)         any amounts required to be transferred from an REO Account pursuant to Section 3.16(c) and any amounts received from a Mortgage Loan Seller with respect to a Special Reserve Account pursuant to Section 2.02(d);

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

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

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

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

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

          (xiii)        all amounts remitted or advanced by the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 or the 2006-C27 Master Servicer in respect of the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, as the case may be, pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement, the 2006-C27 Pooling and Servicing Agreement and the related Intercreditor Agreements.

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

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

                    Upon receipt of any of the amounts described in clauses (i) through (iv), (xi), (xii) and (xiii) above with respect to any Mortgage Loan or Companion Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt of available funds, remit such amounts (net of any reimbursable expenses incurred by the Special Servicer) to or at the direction of the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement.  Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c).  With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than three Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.

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

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

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

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

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

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

                    (c)          The Trustee shall establish and maintain one or more accounts (collectively, the “Interest Reserve Account”), held in trust for the benefit of the Certificateholders (other than the Class FS Certificateholders).  The Interest Reserve Account

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shall be an Eligible Account.  On or before each Distribution Date in February and, during each year that is not a leap year, January (unless, in each case, the related Distribution Date is the final Distribution Date), the Master Servicer shall withdraw from the Certificate Account and remit to the Trustee for deposit in the Interest Reserve Account, with respect to each Interest Reserve Loan, an amount equal to the Interest Reserve Amount in respect of such Interest Reserve Loan (or, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, the Four Seasons Resort and Club - Dallas, TX Pooled Component only), for such Distribution Date (such withdrawal from the Certificate Account to be made out of general collections on the Mortgage Pool where any related P&I Advance was deposited in the Distribution Account).

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

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

                    (e)          The Paying Agent, on behalf of the Trustee for the benefit of the Certificateholders, shall establish (upon notice from Special Servicer of an event occurring that generates Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account in the name of the Paying Agent on behalf of the Trustee for the benefit of the Certificateholders.  The Gain-on-Sale Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Paying Agent and other accounts of the Paying Agent.  Upon the disposition of any REO Property in accordance with Section 3.09 or Section 3.18, the Special Servicer will calculate the Gain-on-Sale Proceeds, if any, realized in connection with such sale and remit such funds to the Paying Agent for deposit into the Gain-on-Sale Reserve Account; provided, that any Gain-on-Sale Proceeds with respect to the Four Seasons Resort and Club - Dallas, TX Loan shall be deemed to be distributed by the Four Seasons Resort and Club - Dallas, TX Loan REMIC in respect of the Class R-I Certificates and then deposited in the Gain-on-Sale Reserve Account held by the Lower-Tier REMIC to cover losses or shortfalls on the Majority Mortgage Loans in accordance with Section 4.01(k).

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

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prior to any change thereof.  The Paying Agent shall give written notice to the Trustee, the Master Servicer, the Special Servicer and the Rating Agencies of any new location of the Distribution Account prior to any change thereof.

                    (g)          On or before the Closing Date, the Paying Agent shall establish and maintain the Floating Rate Account in trust for the benefit of the Class A-4FL Certificateholders and the Swap Counterparty.  The Floating Rate Account shall (i) at all times be an Eligible Account and (ii) relate solely to the Class A-4FL Certificates and amounts payable in respect of the Swap Contract.

                    (h)          The Paying Agent shall deposit into the Floating Rate Account all amounts received in respect of distributions on the Class A-4FL Regular Interest as specified in Section 3.04(b), and shall immediately deposit into the Floating Rate Account all amounts received under the Swap Contract.

                    (i)          On or before the Closing Date, the Trustee shall establish and maintain one or more accounts (collectively, the “Interest Shortfall Account”), held on behalf of the Trustee in trust for the benefit of the Certificateholders.  On the Closing Date, the Depositor shall deposit or cause to be deposited the Interest Shortfall Amount.

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

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

          (i)          (A) to remit to the Paying Agent for deposit in the Distribution Account the amounts required to be so deposited pursuant to the first paragraph of Section 3.04(b) and any amount that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) to deposit in and remit to the Companion Paying Agent for deposit in each Companion Distribution Account the amounts required to be so deposited pursuant to the second paragraph of Section 3.04(b) and any amount relating to a Companion Loan (other than a Non-Serviced Companion Loan) that may be applied to make P&I Advances pursuant to Section 4.03(a);

          (ii)          to reimburse the Co-Trustee and itself, in that order, for xxxxxxxxxxxx X&X Advances (the Co-Trustee’s and Master Servicer’s right to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts that are reimbursed pursuant to clause (vii) below) being limited to amounts that represent Late Collections of interest (net of the related Servicing Fees) and principal (net of any related Workout Fee or Liquidation Fee) received in respect of the particular Mortgage Loan, REO Loan or Companion Loan as to which such P&I Advance was made);

          (iii)         to pay to itself earned and unpaid Master Servicing Fees in respect of each Mortgage Loan and REO Loan, the Master Servicer’s right to payment pursuant to this

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clause (iii) with respect to any Mortgage Loan or REO Loan being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, Liquidation Proceeds or Insurance Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance Proceeds) that are allocable as a recovery of interest thereon;

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

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

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

          (vii)         to reimburse the Co-Trustee, itself or the Special Servicer, in that order, (A) for any unreimbursed Advances (including interest at the Reimbursement Rate) that have been or are determined to be Nonrecoverable Advances and for any Workout-Delayed Reimbursement Amounts, in that order, and (B) to pay itself, with respect to any

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Mortgage Loan (including, if applicable, Non-Serviced Mortgage Loans), Companion Loan or any REO Property, any related earned Master Servicing Fee that remained unpaid in accordance with clause (iii) above, in the case of clause (B), following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Certificate Account of all amounts received in connection therewith; provided, however, that any reimbursement of Nonrecoverable Advances or Workout Delayed Reimbursement Amounts payable pursuant to this Section 3.05(a)(vii), with respect to Nonrecoverable Advances shall be deemed to be recovered, first, from collections or receipts on the Mortgage Loans and REO Properties in respect of principal and then in respect of interest and other collections, and, with respect to Workout Delayed Reimbursement Amounts, only out of collections and receipts on the Mortgage Loans and REO Properties in respect of principal; provided, further, that amounts with respect to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component shall not be available to reimburse any party with respect to this Section 3.05(a)(vii) except in connection with Advances and interest on unreimbursed Advances in respect of the Four Seasons Resort and Club - Dallas, TX Loan;

          (viii)        to reimburse the X.X. Xxxxxx 2006-LDP8 Master Servicer Xx. 0, xxx X.X. Xxxxxx 0000-XXX0 Special Servicer, the 2006-C27 Master Servicer or the 2006-C27 Special Servicer for unreimbursed advances (including interest on such advances) made by such party pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement, in respect of the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan, or the 2006-C27 Pooling and Servicing Agreement, in respect of the 2006-C27 Serviced Mortgage Loans, as the case may be, (other than principal and interest advances made on their related Pari Passu Companion Loans), that have been or are determined to be nonrecoverable advances and for any workout-delayed reimbursement amounts, in that order, pursuant to the terms of the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement (up to, with respect to a servicing advance, the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan’s and each 2006-C27 Serviced Mortgage Loan’s pro rata share of such advance, or if the amount of such pro rata share, together with amounts available from collections in the certificate account created under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as applicable, is insufficient to reimburse the party that made such advance, then up to the full amount of such advance made on the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, as the case may be, and interest thereon); provided, however, that any reimbursement of Nonrecoverable Advances or Workout Delayed Reimbursement Amounts payable pursuant to this clause (viii), with respect to Nonrecoverable Advances, shall be deemed to be recovered, first, from collections or receipts on the Mortgage Loans and REO Properties in respect of principal and then in respect of interest and other collections, and, with respect to Workout Delayed Reimbursement Amounts, only out of collections and receipts on the Mortgage Loans and REO Properties in respect of principal;

          (ix)          at such time as it reimburses the Co-Trustee, itself (or the X.X. Xxxxxx 2006-LDP8 Master Serviced or the 2006-C27 Master Servicer, as the case may be) or the Special Servicer, in that order, for any unreimbursed Advance (including any Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (ii), (vi),

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(vii) or (viii) above, to pay the Co-Trustee, the Trustee, itself or (or the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 or the 2006-C27 Master Servicer, as the case may be) or the Special Servicer, as the case may be, in that order, any interest accrued and payable thereon in accordance with Section 3.03(d) or 4.03(d) (other than with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement and the 2006-C27 Pooling and Servicing Agreement, respectively) as applicable; provided that the Co-Trustee’s, the Master Servicer’s, the Special Servicer’s, the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1’s and the 2006-C27 Master Servicer’s rights to payment pursuant to this clause (ix) with respect to interest on any Advance shall be satisfied (A) subject to and in accordance with the terms of the Intercreditor Agreement with respect to the related Loan Pair, first out of late payment charges and Penalty Interest collected on or in respect of the related Mortgage Loan (and if the Advance was made with respect to a Co-Lender Loan, out of such amounts collected on or in respect of the related Companion Loan(s)) and REO Loan, during the Collection Period in which such Advance is reimbursed (the use of such late payment charges and Penalty Interest to be allocated between the Master Servicer and the Special Servicer on a pro rata basis based on the amount of late payment charges and Penalty Interest that the Master Servicer and the Special Servicer have received as additional servicing compensation during such period), and (B) to the extent that the late payment charges and Penalty Interest described in the immediately preceding clause (A) are insufficient, but only at the same time or after such Advance has been reimbursed, out of general collections on the Mortgage Loans, Companion Loans and any REO Properties on deposit in the Certificate Account; provided that amounts with respect to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component shall not be available to reimburse any party with respect to this Section 3.05(a)(viii) except in connection with interest on unreimbursed Advances in respect of the Four Seasons Resort and Club - Dallas, TX Loan;

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

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

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

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

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

          (xv)           to pay for (A) the advice of counsel and tax accountants contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C) the cost of an Opinion of Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Master Servicer or the Special Servicer that protects or is in furtherance of the rights and interests of Certificateholders, and (D) the cost of recording this Agreement in accordance with Section 11.02(a);

          (xvi)          to pay itself, the Special Servicer, any of the Mortgage Loan Sellers, the Majority Subordinate Certificateholder, a Companion Holder, a mezzanine lender or any other Person, as the case may be, with respect to each Mortgage Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase;

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

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

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

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

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

          (xxii)         to withdraw any amounts deposited in error;

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

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

                    The Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan basis when appropriate, in connection with any withdrawal from the Certificate Account pursuant to clauses (ii)-(xxiv) above.  Upon request, the Master Servicer shall provide

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

                    The Master Servicer shall pay to the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Trustee or the Co-Trustee from the Certificate Account amounts permitted to be paid to the Special Servicer (or to such third party contractors), the Trustee or the Co-Trustee therefrom promptly upon receipt of a certificate of a Servicing Officer of the Special Servicer or of a Responsible Officer of the Trustee or the Co-Trustee, as applicable, describing the item and amount to which the Special Servicer (or such third party contractors), the Trustee or the Co-Trustee is entitled.  The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein.  With respect to any reimbursement to be made hereunder to the X.X. Xxxxxx 2006-LDP8 Master Servicer Xx. 0, xxx X.X. Xxxxxx 0000-XXX0 Special Servicer, the 2006-C27 Master Servicer or the 2006-C27 Special Servicer in respect of any Advance (as defined in the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as the case may be) made by such parties subsequently determined to be a nonrecoverable advance pursuant to the terms of the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as the case may be, the Master Servicer may conclusively rely on a written statement from such party delivered to the Master Servicer that such Advance (as defined in the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as the case may be) is a nonrecoverable advance under the terms of the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as the case may be.  The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage Loan and REO Property, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account.  With respect to each

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Mortgage Loan or Companion Loan for which it makes an Advance, the Co-Trustee shall similarly keep and maintain separate accounting for each Mortgage Loan or Companion Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account for reimbursements of Advances or interest thereon.

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

                    The Master Servicer, the Trustee or the Co-Trustee, as applicable, shall give S&P, Xxxxx’x and Fitch at least 15 days notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Certificate Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer, the Trustee or the Co-Trustee, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize the Master Servicer’s, the Trustee’s or the Co-Trustee’s ability, as applicable, to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer, the Trustee or the Co-Trustee, as applicable, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer has not timely received from the Trustee or the Co-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, the Trustee or the Co-Trustee, as applicable, shall give S&P, Xxxxx’x and Fitch notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Certificate Account or Distribution Account, as applicable, allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances.  The Master Servicer, the Trustee and the Co-Trustee, as applicable, shall have no liability for any loss, liability or expense resulting from any notice provided to S&P, Xxxxx’x and Fitch contemplated by the immediately preceding sentence.

                    If the Master Servicer or the Co-Trustee, as applicable, is reimbursed out of general collections for any unreimbursed Advances that are determined to be Nonrecoverable Advances (together with any interest accrued and payable thereon), then (for purposes of calculating distributions on the Certificates) such reimbursement and payment of interest shall be deemed to have been made:  first, out of the Principal Distribution Amount or the Class FS

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Principal Distribution Amount, which, but for its application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount or the Class FS Principal Distribution Amount, for any subsequent Distribution Date, and second, out of other amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount or the Class FS Principal Distribution Amount for any subsequent Distribution Date.  If and to the extent that any payment is deemed to be applied in accordance with clause first above to reimburse a Nonrecoverable Advance or to pay interest thereon, then the Principal Distribution Amount or the Class FS Principal Distribution Amount for such Distribution Date shall be reduced, to not less than zero, by the amount of such reimbursement.  If and to the extent (i) any Advance is determined to be a Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed out of the Principal Distribution Amount or the Class FS Principal Distribution Amount as contemplated by clause first of the immediately preceding sentence and (iii) the particular item for which such Advance was originally made is subsequently collected out of payments or other collections in respect of the related Mortgage Loan, then the Principal Distribution Amount or the Class FS Principal Distribution Amount for the Distribution Date that corresponds to the Collection Period in which such item was recovered shall be increased by an amount equal to the lesser of (A) the amount of such item and (B) any previous reduction in the Principal Distribution Amount or the Class FS Principal Distribution Amount for a prior Distribution Date pursuant to clause first above resulting from the reimbursement of the subject Advance and/or the payment of interest thereon.

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

          (i)          to make deemed distributions to itself as holder of the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests and the REMIC I Regular Interests and to make distributions to Certificateholders on each Distribution Date, pursuant to Sections 4.01 and 9.01, as applicable, and to make distributions to the Floating Rate Account with respect to the Class A-4FL Regular Interest pursuant to this Agreement;

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

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

          (iv)          to pay for the cost of the Opinions of Counsel sought by the Trustee (A) as provided in clause (v) of the definition of “Disqualified Organization”, (B) as contemplated by Section 3.20(d), 9.02(a) and 10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in connection with any amendment to this Agreement requested by the Trustee which amendment is in furtherance of the rights and interests of

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Certificateholders; provided that a portion of such costs shall be allocated pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement, the 2006-C27 Pooling and Servicing Agreement and the related Intercreditor Agreements if such costs relate to The Gas Company Tower Whole Loan, the RLJ Hotel Pool Whole Loan or the 000-000 Xxxxxxx Xxxxxx Whole Loan;

          (v)           to pay any and all federal, state and local taxes imposed on the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II or on the assets or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Co-Trustee, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(i); provided that a portion of such costs shall be allocated pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement, the 2006-C27 Pooling and Servicing Agreement and the related Intercreditor Agreements if such costs relate to The Gas Company Tower Whole Loan, the RLJ Hotel Pool Whole Loan or the 000-000 Xxxxxxx Xxxxxx Whole Loan;

          (vi)          to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(e); provided that a portion of such costs shall be allocated pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement, the 2006-C27 Pooling and Servicing Agreement and the related Intercreditor Agreements if such costs relate to The Gas Company Tower Whole Loan, the RLJ Hotel Pool Whole Loan or the 000-000 Xxxxxxx Xxxxxx Whole Loan;

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

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

                    Taxes imposed on the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II shall be allocated to the related REMIC.

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

                    (d)          The Trustee shall on each P&I Advance Date to occur in March of each year, and in the event the final Distribution Date occurs in February on the P&I Advance Date to occur in such February, withdraw from the Interest Reserve Account and deposit into the Distribution Account in respect of each Interest Reserve Loan, an amount equal to the aggregate of the Interest Reserve Amounts deposited into the Interest Reserve Account pursuant to Section 3.04(c) during the immediately preceding Collection Period and, if applicable, the second preceding Collection Period.

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

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

                    (g)          The Paying Agent shall make withdrawals from the Floating Rate Account in the following order of priority and only for the following purposes:

          (i)          to withdraw amounts deposited in the Floating Rate Account in error and pay such amounts to Persons entitled thereto;

          (ii)          out of interest amounts to make regularly scheduled payments of interest required to be paid to the Swap Counterparty under the Swap Contract as specified in Section 3.29(c), provided there is no Swap Default;

          (iii)         to make distributions to the Holders of the Class A-4FL Certificates pursuant to Section 4.01(l); and

          (iv)          to clear and terminate the Floating Rate Account pursuant to Section 9.01.

                    (h)          In the event that servicing advances have been made with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan or one of the 2006-C27 Serviced Mortgage Loans under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as the case may be, by the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 or the 2006-C27 Master Servicer, as the case may be, and in accordance with the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as the case may be, if a subsequent determination has been made that such advance constitutes a nonrecoverable advance, the party that made such advance shall be entitled to a reimbursement of such advance with interest thereon as set forth in the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as the case may be, from general collections on all Mortgage Loans in the Certificate Account (up to, with respect to a servicing advance, The Gas Company Tower Loan’s, the RLJ Hotel Pool Loan’s and the 000-000 Xxxxxxx Xxxxxx Loan’s pro rata share of such advance, or if the amount of such pro rata share, together with amounts available from collections in the certificate account created under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or the 2006-C27 Pooling and Servicing Agreement, as the case may be, is insufficient to reimburse the party that made such advance, then up to the full amount of such advance made on the Non-Serviced Mortgage Loans and interest thereon) subject, in each case, to the terms of the related Intercreditor Agreement.

                    (i)          The Master Servicer shall withdraw the Interest Shortfall Amount from the Interest Shortfall Account on the first P&I Advance Date only and deposit such amount into the Distribution Account.

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

                    (a)          The Master Servicer may direct in writing any depository institution maintaining a Servicing Account, a Reserve Account or the Certificate Account (each, for purposes of this Section 3.06, an “Investment Account”); the Companion Paying Agent may direct in writing any depository institution maintaining the Companion Distribution Account (also, for purposes of this Section 3.06, an “Investment Account”); the Special Servicer may direct in writing any depository institution maintaining the REO Account (also, for purposes of this Section 3.06, an “Investment Account”); and the Trustee may direct in writing any depository institution maintaining the Distribution Account, the Floating Rate Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Interest Shortfall Account or the Additional Interest Account (also, for purposes of this Section 3.06, an “Investment Account”) to invest, or if it is such depository institution, may itself invest, the funds held therein only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such account pursuant to this Agreement.  Funds held in the Distribution Account, the Companion Distribution Account, the Additional Interest Account, the Floating Rate Account, the Interest Reserve Account, the Interest Shortfall Account and the Gain-on-Sale Reserve Account may remain uninvested.  In the event that the Master Servicer shall have failed to give investment directions for any Servicing Account, any Reserve Account or the Certificate Account (exclusive of any accounts as are held by the Master Servicer) or the Special Servicer shall have failed to give investment directions for the REO Account by 11:00 a.m. New York time on any Business Day on which there may be uninvested cash, such funds held in the REO Account shall be invested in securities described in clause (i) of the definition of the term “Permitted Investments”; and such funds held in such other accounts shall be invested in securities described in clause (v) of such definition.  All such Permitted Investments shall be held to maturity, unless payable on demand.  Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such).  The Master Servicer on behalf of the Trustee for the benefit of Certificateholders (with respect to Permitted Investments of amounts in the Servicing Accounts, the Reserve Accounts or the Certificate Account), the Special Servicer on behalf of the Trustee for the benefit of Certificateholders (with respect to Permitted Investments of amounts in the REO Account) and the Trustee (with respect to Permitted Investments of amounts in the Distribution Account, the Floating Rate Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Interest Shortfall Account or the Additional Interest Account) for the benefit of the Certificateholders, and the Companion Paying Agent with respect to the Companion Distribution Account, shall (and the Trustee hereby designates the Master Servicer and the Special Servicer, with respect to any Investment Account maintained by them, and itself, with respect to the Distribution Account, the Additional Interest Account, the Interest Reserve Account, the Floating Rate Account, the Interest Shortfall Account, and the Gain-on-Sale Reserve Account, as applicable, as the Person that shall) maintain continuous possession of any Permitted Investment that is either (i) a “certificated security”, as such term is defined in the UCC, or (ii) other property in which a secured party may perfect its security interest by possession under the UCC or any other applicable law.  Possession of any such Permitted Investment by the Master Servicer, the Special Servicer or the Trustee shall constitute possession by the Trustee, as secured party, for purposes of Section 9-313 of the UCC and any other applicable law.  If amounts on deposit in an Investment Account are at any time invested in a Permitted

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Investment payable on demand, the Master Servicer (in the case of the Certificate Account, Servicing Accounts and Reserve Accounts), the Special Servicer (in the case of the REO Account), the Trustee (with respect to Permitted Investments of amounts in the Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Floating Rate Account, the Interest Shortfall Account and the Additional Interest Account) or the Companion Paying Agent with respect to the Companion Distribution Account, shall:

                    (x)          consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

                    (y)          demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.

                    (b)          Whether or not the Master Servicer directs the investment of funds in any of the Servicing Accounts, the Reserve Accounts or the Certificate Account, interest and investment income realized on funds deposited therein, to the extent of the related Net Investment Earnings, if any, for each Collection Period and, in the case of a Reserve Account or a Servicing Account, to the extent not otherwise payable to the related Mortgagor in accordance with applicable law or the related Mortgage Loan documents, shall be for the sole and exclusive benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.03(a), 3.03(f) or 3.05(a), as applicable.  Whether or not the Special Servicer directs the investment of funds in the REO Account, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for each Collection Period, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.16(b).  Whether or not the Trustee directs the investment of funds in the Distribution Account, the Interest Reserve Account, the Floating Rate Account, the Additional Interest Account or the Gain-on-Sale Reserve Account, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for each related Distribution Date, shall be for the sole and exclusive benefit of the Trustee and shall be subject to its (or the Paying Agent’s on its behalf) withdrawal in accordance with Section 3.05(b).  If any loss shall be incurred in respect of any Permitted Investment on deposit in any Investment Account, the Master Servicer (in the case of the Servicing Accounts, the Reserve Accounts and the Certificate Account, excluding any accounts containing amounts invested solely for the benefit of, and at the direction of, the Mortgagor under the terms of the Mortgage Loan or applicable law), the Companion Paying Agent (in the case of the Companion Distribution Account), the Special Servicer (in the case of the REO Account) and the Trustee (with respect to Permitted Investments of amounts in the Distribution Account, the Additional Interest Account, the Floating Rate Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account) shall promptly deposit therein from its own funds, without right of reimbursement, no later than, in the case of the Master Servicer and

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Special Servicer, the end of the Collection Period during which such loss was incurred and in the case of the Trustee, no later than 12:00 noon, New York City time, on the Distribution Date, the amount of the Net Investment Loss, if any, for such Collection Period or on such Distribution Date; provided that none of the Master Servicer, the Special Servicer or the Trustee shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment was made.

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

                    (d)          Notwithstanding the investment of funds held in any Investment Account, for purposes of the calculations hereunder, including, without limitation, the calculation of the Available Distribution Amount or the Class FS Distribution Amount, the amounts so invested shall be deemed to remain on deposit in such Investment Account.

                    Section 3.07.      Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.

                    (a)          The Master Servicer (with respect to Mortgage Loans and Companion Loans to the extent that the Trust Fund has an insurable interest, but other than with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan, the 2006-C27 Serviced Mortgage Loan and their related Companion Loans) and the Special Servicer (with respect to REO Properties to the extent that the Trust Fund has an insurable interest) shall, consistent with the Servicing Standard, cause to be maintained for each Mortgaged Property all insurance coverage as is required under the related Mortgage; provided that, if and to the extent that any such Mortgage permits the holder thereof any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related Mortgagor is required to maintain, the Master Servicer shall exercise such discretion in a manner consistent with the Servicing Standard; provided, further, if and to the extent that a Mortgage so permits, the related Mortgagor shall be required to exercise its reasonable best efforts to obtain the required insurance coverage from Qualified Insurers and required insurance coverage obtained by the Master Servicer shall be from Qualified Insurers.  For the avoidance of doubt, REO Property with respect to the Non-Serviced Mortgage Loans and the Four Seasons Resort and Club - Dallas, TX Loan is excluded for all purposes from this Section 3.07.  The cost of any such insurance coverage obtained by either the Master Servicer or the Special Servicer shall be a Servicing Advance to be paid by the Master Servicer pursuant to Section 3.03.  Whether or not the applicable Mortgage Loan documents require such insurance, the Majority Subordinate Certificateholder may request that earthquake insurance be secured for

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one or more Mortgaged Properties at the expense of the Majority Subordinate Certificateholder.  Subject to Section 3.17(a), the Special Servicer shall also cause to be maintained for each REO Property no less insurance coverage than was previously required of the Mortgagor under the related Mortgage; provided that all such insurance shall be obtained from Qualified Insurers.  All such insurance policies maintained by the Master Servicer or the Special Servicer (i) shall contain (if they insure against loss to property and do not relate to an REO Property) a “standard” mortgagee clause, with loss payable to the Trustee or the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans); (ii) shall be in the name of the Special Servicer (in the case of insurance maintained in respect of REO Properties), on behalf of the Trustee; (iii) shall be non-cancelable without 30 days’ prior written notice to the insured party; (iv) shall include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing a Mortgaged Property or REO Property, as applicable, or (y) the outstanding principal balance owing on the related Mortgage Loan or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions; (v) shall include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents); (vi) shall include such other insurance, including, to the extent available at commercially reasonable rates, earthquake insurance, where applicable, as required under the applicable Mortgage or other Mortgage Loan document; and (vii) in each case such insurance shall be issued by an insurer authorized under applicable law to issue such insurance.  Any amounts collected by the Master Servicer or the Special Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case subject to the rights of any tenants and ground lessors, as the case may be, and in each case in accordance with the terms of the related Mortgage and the Servicing Standard) shall be deposited in the Certificate Account, subject to withdrawal pursuant to Section 3.05(a), in the case of amounts received in respect of a Mortgage Loan or Companion Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.16(c), in the case of amounts received in respect of an REO Property.  Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or Companion Loans so permit.

                    Notwithstanding the foregoing, the Master Servicer or Special Servicer, as applicable, will not be required to maintain (and in the case of the Special Servicer, with respect to any Specially Serviced Mortgage Loan), and shall not cause a Mortgagor to be in default with respect to the failure of the related Mortgagor to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts or windstorm coverage, if and only if the Master Servicer with respect to non-Specially Serviced Mortgage Loans or the Special Servicer with respect to Specially Serviced Mortgage Loans, in consultation with the Controlling Class Representative, and, with respect to each Co-Lender Loan (other than the Non-Serviced Mortgage Loans), in consultation with the related Companion Holder if required under the applicable Intercreditor Agreement, has determined in accordance with the Servicing Standard that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonably rates (which determination as to whether such insurance is available at commercially reasonable rates shall be made by the Special Servicer in consultation with and subject to the approval of the Controlling Class Representative with respect to all Mortgage

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Loans) and that such hazards are not at the time commonly insured against for properties similar to the Mortgaged Property and located in or around the region in which such Mortgaged Property is located and the Controlling Class Representative has approved the decision not to require the borrower to maintain terrorism insurance or windstorm coverage (provided that the decision of the Controlling Class Representative to grant or withhold such consent shall be disregarded by the Special Servicer if such consent or lack of consent would cause the Master Servicer or the Special Servicer, as applicable, to violate the Servicing Standard); provided, however, the Controlling Class Representative’s approval shall be deemed to have been given if it has not responded within five (5) Business Days of receipt of the Master Servicer’s or the Special Servicer’s written recommendation and the information upon which such recommendation is based; provided, further, that upon the Master Servicer’s or the Special Servicer’s determination, as applicable, consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer or the Special Servicer to consult with the Controlling Class Representative or Companion Holder, if applicable, the Master Servicer or the Special Servicer, as applicable, shall not be required to do so; provided, further, during the period that the Special Servicer or Controlling Class Representative is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related to its failure to require the Mortgagor to maintain terrorism insurance or windstorm coverage and shall not be in default of its obligations hereunder as a result of such failure.  The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.

                    (b)          If the Master Servicer or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained, a blanket policy insuring against hazard losses on all of the Mortgage Loans, Companion Loans and/or REO Properties that it is required to service and administer, then, to the extent such policy (i) is obtained from a Qualified Insurer and (ii) provides protection equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties and/or REO Properties.  Such blanket policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as appropriate, shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a hazard insurance policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses that would have been covered by such policy, promptly deposit into the Certificate Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause.  The Master Servicer or the Special Servicer, as appropriate, shall prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.

                    (c)          Each of the Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Serviced Mortgage Loans or REO Properties are part of the Trust Fund) keep in force a fidelity bond with Qualified Insurers, such fidelity bond to be in such form and amount as would permit it to be a qualified FNMA or FHLMC, whichever is greater, seller-servicer of multifamily mortgage loans, or in such other form and amount as would not cause the qualification, downgrading or withdrawal of any rating assigned by any Rating Agency to the Certificates (as evidenced in writing from each Rating Agency).  Each of

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the Master Servicer and the Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may be.  Such fidelity bond shall provide for ten days’ written notice to the Trustee prior to any cancellation.

                    Each of the Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Serviced Mortgage Loans and/or REO Properties exist as part of the Trust Fund) also keep in force with Qualified Insurers, a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers, employees and agents in connection with its servicing obligations hereunder, which policy or policies shall be in such form and amount as would permit it to be a qualified FNMA seller-servicer of multifamily mortgage loans, or in such other form and amount as would not cause the qualification, downgrade or withdrawal of any rating assigned by any Rating Agency to the Certificates (as evidenced in writing from each Rating Agency).  Each of the Master Servicer and the Special Servicer shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may be.  Any such errors and omissions policy shall provide for ten days’ written notice to the Trustee prior to cancellation.  The Master Servicer and the Special Servicer shall each cause the Trustee to be an additional loss payee on any policy currently in place or procured pursuant to the requirements of this Section 3.07(c).

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

                    Section 3.08.     Enforcement of Alienation Clauses.

                    (a)          (i)  Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer, with respect to Mortgage Loans (other than the Non-Serviced Mortgage Loans) that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.08.  With respect to all Mortgage Loans other than Specially Serviced Mortgage Loans and the Non-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 of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of

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 the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer’s receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (5) Business Days after the Controlling Class Representative’s receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which notice shall be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described in the preceding clause (a)) or the Special Servicer (with the written consent of the Controlling Class Representative, which consent shall be deemed given if not denied within five (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), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard.  Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination.  Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not consent to) any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) with respect to which the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are one of the ten largest Mortgage Loans or concentrations of Mortgage Loans, as of the date of such waiver request, without receiving prior written confirmation from S&P and Xxxxx’x that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates or (ii) with respect to which (a) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal to or in excess of $20,000,000, (b) the aggregate of the Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are greater than 2% of the aggregate Stated Principal Balance of all Mortgage Loans, (c) such Mortgage Loan is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), or (d) such Mortgage Loan has a Loan-to-Value Ratio (calculated to include the additional indebtedness secured by any encumbrance) that is equal to or greater than 85% and a Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of 1.2x or less, without receiving a prior written confirmation from S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates.  With respect to a waiver of a due-on-sale provision, neither the Master Servicer nor the Special Servicer shall waive any such restriction without receiving prior written confirmation from S&P,

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Xxxxx’x 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 Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) equal to or in excess of $35,000,000 (or $25,000,000 with respect to Xxxxx’x), (b) does not have an aggregate Stated Principal Balance (including the Stated Principal Balance of all other Mortgage Loans that are cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan) greater than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or (c) is not one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), the Master Servicer or the Special Servicer, as applicable, may waive such requirement without confirmation by S&P in accordance with the Servicing Standard; provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clause (ii) of the immediately preceding sentence, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by S&P or Xxxxx’x in accordance with the Servicing Standard; provided, further, that, if the Mortgage Loan is not one of the ten largest Mortgage Loans (by Stated Principal Balance, including all other Mortgage Loans that are cross-collateralized and cross-defaulted with such Mortgage Loan) as of the date of the waiver, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by Fitch in accordance with the Servicing Standard.  With respect to each Co-Lender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor Agreement.  The Special Servicer and the Rating Agencies shall be notified upon the completion of any such syndication.

                    (ii)  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 Z 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 Z hereto, the Master Servicer shall deliver to the Special Servicer, the Trustee, the Rating Agencies and each other party hereto, no later than five (5) Business Days prior to such sale, transfer or syndication, an Officer’s Certificate in the form of Exhibit AA 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 Z hereto; provided, further, that it is understood and agreed that the Master Servicer shall make reasonable efforts to deliver a complete package five (5) Business Days prior to such sale, transfer or syndication (provided, however, that 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

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documents sent in such package and the Officer’s Certificate delivered by the Master Servicer for its review).

                    (b)          Notwithstanding any other provisions of this Section 3.08, the Master Servicer (with respect to Mortgage Loans other than Specially Serviced Mortgage Loans and the Non-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 as provided in paragraph (a) above, a Mortgagor’s request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way provided the Master Servicer or the Special Servicer, as applicable, shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then-current use of the related Mortgaged Property, or the security intended to be provided by such Mortgage, the related Mortgagor’s ability to repay the Mortgage Loan, or materially or adversely affect the value of such Mortgaged Property or cause the Mortgage Loan to cease to be a “qualified mortgage” for REMIC purposes.

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

                    In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing.  Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage

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Loans), and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents.  Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance.

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

                    Section 3.09.     Realization Upon Defaulted Mortgage Loans; Required Appraisals.

                    (a)          The Special Servicer shall, subject to Sections 3.09(b) through 3.09(d) and Section 6.11, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans or Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans) as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, including, without limitation, pursuant to Section 3.20.  Subject to the second paragraph of Section 3.03(c), the Master Servicer shall advance all costs and expenses (other than costs or expenses that would, if incurred, constitute a Nonrecoverable Servicing Advance) incurred by the Special Servicer in any such proceedings, and shall be entitled to reimbursement therefor as provided in Section 3.05(a).  Nothing contained in this Section 3.09 shall be construed so as to require the Special Servicer, on behalf of the Trust Fund, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Special Servicer in accordance with the Servicing Standard and in its reasonable and good faith judgment taking into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Companion Loan, the occupancy level and physical condition of the Mortgaged Property or REO Property, the state of the local economy, the obligation to dispose of any REO Property within the time period specified in Section 3.16(a) and the results of any appraisal obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard.  If and when the Master Servicer or the Special Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Mortgage Loan or defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, it may, at the expense of the Trust Fund, have an appraisal performed with respect to such property by an Independent Appraiser or other expert in real estate matters; which appraisal shall take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the Mortgaged Property or REO Property, the state of the local economy and the obligation to dispose of any REO Property within the time period specified in Section 3.16(a), including without limitation, any environmental, engineering or other third party reports available, and other factors that a prudent real estate appraiser would consider.

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

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

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

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

          (ii)          the Special Servicer shall have obtained an Opinion of Counsel (the cost of which may be withdrawn from the Certificate Account pursuant to Section 3.05(a)) to the effect that the holding of such personal property as part of the Trust Fund (to the extent not allocable to a Companion Loan) will not cause the imposition of a tax on the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II under the REMIC Provisions or cause the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding.

                    (c)          Notwithstanding the foregoing provisions of this Section 3.09, neither the Master Servicer nor the Special Servicer shall, on behalf of the Trustee (which may include through a single member limited liability company owned by the Trust), initiate foreclosure proceedings, obtain title to a Mortgaged Property by deed in lieu of foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action,

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the Trustee, on behalf of the Certificateholders, could, in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, made in accordance with the Servicing Standard, be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law (a “potentially responsible party”), unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee that shall specify all of the bases for such determination) the Special Servicer has previously determined in accordance with the Servicing Standard, and based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental Assessments and performed within six months prior to any such acquisition of title or other action (a copy of which Environmental Assessment shall be delivered to the Trustee, the Controlling Class Representative and the Master Servicer), that:

          (i)          the Mortgaged Property is in compliance with applicable environmental laws and regulations or, if not, that it would maximize the recovery to the Certificateholders on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate) to acquire title to or possession of the Mortgaged Property and to take such actions as are necessary to bring the Mortgaged Property into compliance therewith in all material respects; and

          (ii)          there are no circumstances or conditions present at the Mortgaged Property relating to the use, management or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations or, if such circumstances or conditions are present for which any such action could reasonably be expected to be required, that it would maximize the recovery to the Certificateholders on a present value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate) to acquire title to or possession of the Mortgaged Property and to take such actions with respect to the affected Mortgaged Property.

                    The Special Servicer shall undertake, in good faith, reasonable efforts to make the determination referred to in the preceding paragraph and may conclusively rely on the Environmental Assessment referred to above in making such determination.  The cost of any such Environmental Assessment, as well as the cost of any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding paragraph shall be at the expense of the Trust Fund (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement); and if any such Environmental Assessment so warrants, the Special Servicer shall perform such additional environmental testing as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding paragraph have been satisfied, the cost of which shall be at the expense of the Trust Fund.

                    (d)          If the environmental testing contemplated by Section 3.09(c) above establishes that any of the conditions set forth in clauses (i) and (ii) thereof has not been satisfied with respect to any Mortgaged Property securing a Defaulted Mortgage Loan (other than the

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Non-Serviced Mortgage Loans) and there is no breach of a representation or warranty requiring repurchase under the applicable Mortgage Loan Purchase Agreement, the Special Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding against the Mortgaged Property) and, at such time as it deems appropriate, may, on behalf of the Trustee, release all or a portion of such Mortgaged Property from the lien of the related Mortgage; provided that, if such Mortgage Loan has a then outstanding principal balance of greater than $1,000,000, then prior to the release of all or a portion of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Controlling Class Representative and the Master Servicer in writing of its intention to so release all or a portion of such Mortgaged Property and the bases for such intention, (ii) the Trustee shall have notified the Certificateholders in writing of the Special Servicer’s intention to so release all or a portion of such Mortgaged Property and (iii) the Holders of Certificates entitled to a majority of the Voting Rights shall have consented to such release within 30 days of the Trustee’s distributing such notice (failure to respond by the end of such 30-day period being deemed consent).

                    (e)          The Special Servicer shall report to the Master Servicer, the Controlling Class Representative and the Trustee monthly in writing as to any actions taken by the Special Servicer with respect to any Mortgaged Property that represents security for a Defaulted Mortgage Loan as to which the environmental testing contemplated in Section 3.09(c) above has revealed that any of the conditions set forth in clauses (i) and (ii) thereof has not been satisfied, in each case until the earlier to occur of satisfaction of all such conditions and release of the lien of the related Mortgage on such Mortgaged Property.

                    (f)          The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of seeking to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan or Companion Loan permit such an action and shall, in accordance with the Servicing Standard, seek such deficiency judgment if it deems advisable.

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

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

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

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

                    (a)          Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer shall promptly notify the Trustee in writing, who shall release or cause the related Custodian to release, by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Certificate Account pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File.  Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed.  No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Certificate Account or the Distribution Account.

                    (b)          If from time to time, and as appropriate for servicing or foreclosure of any Mortgage Loan (including any related Companion Loan), the Master Servicer or the Special Servicer shall otherwise require any Mortgage File (or any portion thereof), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as the case may be.  Upon return of such Mortgage File (or portion thereof) to the Trustee  or related Custodian, or the delivery to the Trustee of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable.

                    (c)          Within seven (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 (or the Co-Trustee, with respect to The Gas Company Tower Loan) of an exigency) of the Special Servicer’s request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may, subject to Section 3.01(b), execute and deliver in the name of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) 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 (or the Co-Trustee, with respect to The Gas Company Tower Loan), any court pleadings, requests for trustee’s sale or other documents stated by the Special Servicer to be reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer.  Together with such documents or pleadings, the Special Servicer shall deliver to the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee (or the Co-Trustee,

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with respect to The Gas Company Tower Loan) and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.

                    Section 3.11.     Servicing Compensation.

                    (a)          As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Master Servicing Fee with respect to each Mortgage Loan (including each Specially Serviced Mortgage Loan) and REO Loan.  No Master Servicing Fee shall be payable with respect to any Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement.  As to each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month consisting of 30 days).  The Master Servicing Fee with respect to each Non-Serviced Mortgage Loan will be as set forth on the Mortgage Loan Schedule.  The Master Servicing Fee with respect to any Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof.  Earned but unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan.  The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the extent permitted by Section 3.05(a)(iii) and otherwise as provided in Section 3.05(a)(vii).  The right to receive the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement.

                    (b)          Additional servicing compensation in the form of:  (i) all late payment charges, Penalty Interest, assumption application fees if the related assumption is completed, Tenant-in-Common Loan transfer and assumption application fees if the related transfer and assumption application is completed and an assumption fee is collected on such Tenant-in-Common Loan, modification fees for modifications to Mortgage Loans or Companion Loans that

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are not Specially Serviced Mortgage Loans made by the Master Servicer pursuant to Section 3.20(i), defeasance fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees (excluding Prepayment Premiums or Yield Maintenance Charges), in each case to the extent actually paid by a Mortgagor with respect to a Mortgage Loan or Companion Loan and, with respect to late payment charges and penalty charges, accrued during the time that such Mortgage Loan or Companion Loan was not a Specially Serviced Mortgage Loan, and (ii) fifty percent (50%) of (A) any assumption fees or Tenant-in-Common Loan assumption fees and (B) any assumption application fees and Tenant-in-Common Loan transfer and assumption application fees if the related assumption or Tenant-in-Common Loan transfer and assumption fails to be completed or no assumption fee is collected with respect to a Tenant-In-Common Loan, in each case to the extent actually paid by a Mortgagor with respect to any Mortgage Loan or Companion Loan if such Mortgage Loan or Companion Loan is not a Specially Serviced Mortgage Loan, may be retained by the Master Servicer and are not required to be deposited in the Certificate Account; provided that the Master Servicer’s right to receive late payment charges and Penalty Interest pursuant to clause (i) above shall be limited to the portion of such items that have not been applied to pay interest on Advances as provided in Sections 3.03(d) and 4.03(d) or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) or interest on Advances pursuant to this Section 3.11(b).  To the extent the Master Servicer or the Special Servicer receives late payment charges or Penalty Interest on a Mortgage Loan for which interest on Advances or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan and not previously reimbursed to the Trust Fund, the Master Servicer shall deposit in the Certificate Account, on or prior to the P&I Advance Date following the collection of such late payment charges or Penalty Interest, an amount equal to the lesser of (i) the amount of late payment charges or Penalty Interest received on such Mortgage Loan or (ii) the sum of the amount of interest paid to the Master Servicer on Advances related to such Mortgage Loan since the Closing Date for which the Trust Fund has not been previously reimbursed and the amount of Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan incurred since the Closing Date and not previously reimbursed to the Trust Fund.  To the extent that the Master Servicer is not entitled to late payment charges or Penalty Interest pursuant to the immediately preceding sentence, the Master Servicer shall deposit such late payment charges and Penalty Interest in the Certificate Account.  Penalty Interest or late payment charges in respect of any Mortgage Loan or Companion Loan which has accrued during the period when the related Mortgage Loan or Companion Loan is not a Specially Serviced Mortgage Loan shall be additional compensation to the Master Servicer even if collected during the period when the related Mortgage Loan or Companion Loan is a Specially Serviced Mortgage Loan.  The Master Servicer shall also be entitled to additional servicing compensation in the form of (i)  Prepayment Interest Excesses; (ii) interest or other income earned on deposits in the Certificate Account and the Interest Reserve Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for each Collection Period), and (iii) to the extent not required to be paid to any Mortgagor under applicable law or the terms of the related Mortgage Loan or Companion Loan, any interest or other income earned on deposits in the Reserve Accounts and Servicing Accounts maintained thereby.

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

                    (c)          As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and each REO Loan (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans and related REO Loans, if any).  As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue at the Special Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month consisting of 30 days).  The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue as of the date a Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage Loan.  Earned but unpaid Special Servicing Fees shall be payable monthly out of general collections on the Mortgage Loans, Companion Loans and any REO Properties on deposit in the Certificate Account pursuant to Section 3.05(a).

                    As further compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Workout Fee with respect to each Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage Loan.  As to each Corrected Mortgage Loan, the Workout Fee shall be payable out of, and shall be calculated by application of the Workout Fee Rate to, each collection of interest (other than Additional Interest and Penalty Interest) and principal received on such Mortgage Loan or Companion Loan for so long as it remains a Corrected Mortgage Loan (net of any portion of such collection payable or reimbursable to the Master Servicer, the Special Servicer, or the Trustee for any related unpaid or unreimbursed Master Servicing Fees and/or Advances) received on such Mortgage Loan or Companion Loan for so long as it remains a Corrected Mortgage Loan.  The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if a Servicing Transfer Event occurs with respect thereto or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee would become payable if and when such Mortgage Loan and, if applicable, Companion Loan again became a Corrected Mortgage Loan.  If the Special Servicer is terminated or resigns, it will retain the right to receive any and all Workout Fees payable with respect to any Specially Serviced Mortgage Loan that became a Corrected Mortgage Loan during the period that it acted as Special Servicer and remained a Corrected Mortgage Loan at the time of its termination or resignation or if the Special Servicer resolved the circumstances and/or conditions (including by way of a modification of the related Mortgage Loan documents) causing the Mortgage Loan to be a Specially Serviced Mortgage Loan, but the Mortgage Loan

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had not as of the time the Special Servicer is terminated or resigns become a Corrected Mortgage Loan because the related borrower had not made three consecutive monthly debt service payments (but made the most recent monthly debt service payment prior to the termination of the Special Servicer) and subsequently becomes a Corrected Mortgage Loan as a result of making three such consecutive payments.  The successor Special Servicer will not be entitled to any portion of those Workout Fees.

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

                    The Special Servicer’s right to receive the Special Servicing Fee, the Workout Fee and the Liquidation Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under Sections 6.02, 6.04 and 6.09.

                    (d)          Additional servicing compensation in the form of:  (i) all late payment charges, Penalty Interest received on or with respect to Specially Serviced Mortgage Loans actually collected that, with respect to late payment charges and penalty charges, accrued during the time that the related Mortgage Loan was a Specially Serviced Mortgage Loan, (ii) one hundred percent (100%) of any assumption application fees and assumption fees with respect to any Specially Serviced Mortgage Loan and fifty percent (50%) of (A) any assumption fees or Tenant-in-Common Loan assumption fees and (B) any assumption application fees and Tenant-in-Common Loan transfer and assumption application fees if the related Tenant-in-Common

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Loan transfer and assumption application fees if the related Tenant-in-Common Loan transfer and assumption fails to be completed or no assumption fee is collected with respect to a Tenant-In-Common Loan with respect to any Mortgage Loan or Companion Loan if such Mortgage Loan or Companion Loan is not a Specially Serviced Mortgage Loan, in each case to the extent actually paid by a Mortgagor, and (iii) modification fees collected on all Mortgage Loans or Companion Loans (other than modifications made by the Master Servicer pursuant to Section 3.20(i)), in each case to the extent actually paid by the related Mortgagor, shall be retained by the Special Servicer or promptly paid to the Special Servicer by the Master Servicer and shall not be required to be deposited in the Certificate Account; provided that the Special Servicer’s right to receive late payment charges and Penalty Interest pursuant to clause (i) above shall be limited to the portion of such items that have not been applied to pay interest on Advances and property inspection costs in respect of the related Mortgage Loan as provided in Sections 3.03(d), 3.12(a) and 4.03(d) or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) pursuant to this Section 3.11(d).  To the extent the Master Servicer or the Special Servicer receives late payment charges or Penalty Interest on a Mortgage Loan for which interest on Advances or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan and not previously reimbursed to the Trust Fund, the Special Servicer shall transfer to the Master Servicer for deposit in the Certificate Account, on or prior to the P&I Advance Date following the collection of such late payment charges or Penalty Interest, an amount equal to the lesser of (i) the amount of late payment charges or Penalty Interest received on such Mortgage Loan or (ii) the sum of the amount of interest paid to the Master Servicer on Advances related to such Mortgage Loan incurred since the Closing Date for which the Trust Fund has not been previously reimbursed and the amount of Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan since the Closing Date and not previously reimbursed to the Trust Fund.  To the extent that the Special Servicer is not entitled to late payment charges or Penalty Interest pursuant to the immediately preceding sentence, the Special Servicer shall promptly transfer such late payment charges and Penalty Interest to the Master Servicer who shall deposit such late payment charges and Penalty Interest in the Certificate Account.  The Special Servicer shall also be entitled to additional servicing compensation in the form of:  (i) interest or other income earned on deposits in the REO Account, if established, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the REO Account for each Collection Period); and (ii) to the extent not required to be paid to any Mortgagor under applicable law, any interest or other income earned on deposits in the Servicing Accounts maintained by the Special Servicer.  The Special Servicer shall be required to pay out of its own funds all general and administrative expenses incurred by it in connection with its servicing activities hereunder, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in Section 3.05(a) if and to the extent such expenses are not payable directly out of the Certificate Account or the REO Account.

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

                    (a)          (i) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the case of non-Specially Serviced Mortgage Loans) (other than the Non-Serviced Mortgage Loans) or the

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Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x; provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement).  Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every other calendar year) beginning in 2007; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months.  The Special Servicer and the Master Servicer shall each prepare (and, in the case of the Special Servicer, shall deliver to the Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of:  (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition or value of the Mortgaged Property that it, in its reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property.  The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee’s receipt thereof.  Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners and the Co-Trustee if the Mortgaged Property is subject to The Gas Company Tower Loan.  The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year.  If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer’s inspection obligations pursuant to this paragraph (a).

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

                    (b)          Not later than 2:00 p.m. (New York City time) on the Business Day after each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any

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

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

                    (d)          The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c).  The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 and the 2006-C27 Master Servicer to the extent required to be provided pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement and the 2006-C27 Pooling and Servicing Agreement, as the case may be.  The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b).  In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer’s failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement.

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                    The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other Mortgage Loans (other than the Non-Serviced Mortgage Loans), shall endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include (i) in the case of the Mortgage Loans (other than the Non-Serviced Mortgage Loans), a letter sent to the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law and the related Mortgage Loan documents, and (ii) with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, a letter sent to the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 and the 2006-C27 Master Servicer, as applicable, to provide such information to the extent required to be delivered pursuant to the related Intercreditor Agreement.

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

                    Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable (other than, in each case, the Mortgaged Property or REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit).

                    The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan (other than the Non-Serviced Mortgage Loans), shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable; provided, however, that with respect to The Gas Company Tower Loan, the RLJ Hotel Pool Loan and the 000-000 Xxxxxxx Xxxxxx Loan, the Master Servicer shall forward to each recipient of a CMSA Operating Statement Analysis hereunder a copy of the CMSA Operating Statement Analysis received from the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 in the case of The Gas Company Tower Loan, or the 2006-C27 Master Servicer in the case of the RLJ Hotel Pool Loan and the 000-000 Xxxxxxx Xxxxxx Loan.  The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property and REO Property, as the case may be, but in no event less frequently than annually by June 30^th of each year.  The Master Servicer and the Special Servicer shall each use the “Normalized” column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to

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update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.  Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or the Controlling Class Representative in each case upon request.

                    (e)          With respect to the Serviced Pari Passu Mortgage Loans, the Master Servicer and the Special Servicer, as applicable, will provide the related Companion Holders with copies of any and all documents, certificates, instruments, notices, reports, operating statements, rent rolls, correspondences and other information required to be delivered pursuant to the terms of the applicable Pari Passu Intercreditor Agreement.

                    (f)          The Master Servicer shall, upon the reasonable request of Artesia, deliver copies to Artesia (at their expense) of operating statements and financial statements relating to the Artesia Mortgage Loans.

                    Section 3.13.     Annual Reports on Assessment of Compliance with Servicing Criteria and Annual Statement as to Compliance.

                    (a)          On or before noon (Eastern Time) on March 5 (with a 7 Business Day notice and cure period as provided in Section 7.01(a)(iv) herein but no later than March 15) of each year, commencing in March 2007, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall furnish, and the Master Servicer and Special Servicer shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to furnish and the Master Servicer shall cause each Additional Servicer to furnish to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class Representative, a report on an assessment of compliance with the Servicing Criteria that contains (i) a statement by such Reporting Party of its responsibility for assessing compliance with the Servicing Criteria applicable to it, (ii) a statement that such Reporting Party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 8.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.  Promptly after receipt of each such report, the Depositor may review each such report and, if applicable, consult with the Trustee, the Master Servicer and the Special Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans.  Neither the Master Servicer nor the Special Servicer shall be required to cause the delivery of any such statements until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year.

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                    Each such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit S hereto delivered to the Depositor on the Closing Date.  Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with the Master Servicer, the Special Servicer and/or the Trustee as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria (and each Sub-Servicer or Servicing Participant engaged or utilized by the Master Servicer, the Special Servicer or the Trustee, as applicable), and (ii) the Trustee shall confirm that the assessments taken individually address the Relevant Servicing Criteria as set forth on Exhibit S and notify the Depositor of any exceptions.  To the extent the Trustee has actual knowledge of a deficiency in the reporting of the Relevant Servicing Criteria (whether individually with respect to the Relevant Servicing Criteria, or in the aggregate with respect to the Servicing Criteria taken as a whole), the Trustee shall promptly notify in accordance with the last paragraph of Section 8.18(n) the Depositor and whichever of the Master Servicer or the Special Servicer failed to provide the Relevant Servicing Criteria.

                    No later than the end of each fiscal year for the Trust Fund, the Master Servicer and the Special Servicer shall notify the Trustee, the Master Servicer or the Special Servicer, as applicable, and the Depositor as to the name of each Sub-Servicer engaged by it and each Servicing Participant utilized by it, and the Trustee shall notify the Depositor as to the name of each Servicing Participant utilized by it, and each such notice will specify which Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Participant and/or Sub-Servicer.  When the Master Servicer, the Special Servicer and the Trustee submit their assessments pursuant to Section 3.13(a), the Master Servicer, the Special Servicer and the Trustee, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 3.14) of each Servicing Participant and/or Sub-Servicer engaged by it.

                    In the event the Master Servicer, the Special Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Participant engaged by it or formerly engaged by it to provide, and the Master Servicer shall use its reasonable efforts to cause any Additional Servicer that resigns or is terminated under any applicable servicing agreement to provide, an annual assessment of compliance pursuant to this Section 3.13, coupled with an attestation as required in Section 8.18 with respect to the period of time that the Master Servicer, the Special Servicer or the Trustee was subject to this Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.

                    (b)          The Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause) and Special Servicer shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans, to deliver to the Depositor and the Trustee on or before March 5 (with a 7 Business Day notice and cure period as provided in Section 7.01(a)(iv) herein but no later than March 15) of each year, commencing in March 2007, an Officer’s Certificate stating, as to the Trustee, the Master Servicer, the Special Servicer or the Additional Servicer, as applicable, that (i) a review of such entity’s activities during the preceding calendar year or portion thereof and

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of such entity’s performance under this Agreement, or the applicable servicing agreement in the case of any Additional Servicer, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such entity has fulfilled all its obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of any Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.  The Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause) and the Special Servicer shall cause each Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans to, forward, or make available a copy of each such statement to the Rating Agencies and the Controlling Class Representative. Promptly after receipt of each such Officer’s Certificate, the Depositor may review such Officer’s Certificate and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer, as applicable, as to the nature of any failures by the Trustee, the Master Servicer or the Special Servicer, respectively, or any related any Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Master Servicer’s or Special Servicer’s obligations hereunder or under the applicable servicing agreement.

                    The obligations of the Master Servicer, the Special Servicer, the Trustee and each Additional Servicer under this Section apply to the Master Servicer, the Special Servicer, the Trustee and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not the Master Servicer, the Special Servicer, the Trustee or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee or Additional Servicer at the time such Officer’s Certificate is required to be delivered.

                    In the event the Master Servicer, the Special Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and the Master Servicer shall use its reasonable efforts to cause any Additional Servicer that resigns or is terminated under any applicable servicing agreement to provide, an annual statement of compliance pursuant to this Section 3.13 with respect to the period of time that the Master Servicer, the Special Servicer or the Trustee was subject to this Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.

                    Section 3.14.     Attestation by Independent Public Accountants.

                    On or before noon (Eastern Time) on March 5 (with a 7 Business Day notice and cure period as provided in Section 7.01(a)(iv) herein but no later than March 15) of each year, commencing in March 2007, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the

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applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria.  In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.  Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.  Such report must be available for general use and not contain restricted use language.  Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s obligations hereunder or under the applicable servicing agreement.  The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year.  The Trustee shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a) and notify the Depositor of any exceptions.

                    Section 3.15.     Access to Certain Information.

                    (a)          Upon reasonable prior written notice, not required to be greater than ten days, the Master Servicer (with respect to the items in clauses (a), (b) (other than Distribution Date Statements), (c), (d), (e), (f), (h) and (i) below, unless such item was not delivered to the Master Servicer), the Special Servicer (with respect to the items in clauses (c), (d), (g), (h) and (i) below) to the extent such items are in its possession and the Trustee (with respect to the items in clauses (b) and (i) below and any other items, to the extent in its possession) shall make available at their respective offices primarily responsible for administration of the Mortgage Loans (or in the case of the Trustee, at its Corporate Trust Office, except with respect to documents which constitute part of the Mortgage Files, which will be maintained at its offices in Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any Person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein or a Companion Loan or any interest therein (to the extent such information is related to

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such Companion Loan or the related Mortgage Loan), the Trustee, the Rating Agencies, the Underwriters and any applicable regulator or potential purchaser specified thereby and the Depositor, originals or copies of the following items:  (a) this Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officer’s Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants’ reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officer’s Certificates and other evidence delivered by the Master Servicer or the Special Servicer, as the case may be, to support its determination that any Advance was, or if made, would be, a Nonrecoverable Advance pursuant to Sections 3.03(e) or 4.03(c), including appraisals affixed thereto and any Required Appraisal prepared pursuant to Section 3.09(a).  Copies of any and all of the foregoing items will be available from the Master Servicer, the Special Servicer, the Co-Trustee or the Trustee, as the case may be, upon request and shall be provided to any of the Rating Agencies at no cost pursuant to their reasonable requests.

                    In connection with providing access to or copies of the items described in the preceding paragraph pursuant to this Section 3.15, or with respect to the Controlling Class Representative, in connection with providing access to or copies of any items in accordance with this Agreement, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall require:  (a) in the case of Certificate Owners and the Controlling Class Representative, a confirmation (which in the case of the Controlling Class Representative may be a standing confirmation) executed by the requesting Person substantially in the form of Exhibit K-1 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a beneficial holder of Book-Entry Certificates, or a representative of a beneficial holder of Book-Entry Certificates, and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificate Owner and the Controlling Class Representative may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein; provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit K-2 hereto (or such other form as may be reasonably acceptable to the Trustee, the Master Servicer or the Special Servicer, as applicable) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential.  The Holders of the Certificates, by their acceptance thereof, and the Controlling Class Representative, by its acceptance of its appointment, will be deemed to have

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agreed, subject to the last sentence of this paragraph, to keep such information confidential (except that any Holder may provide such information obtained by it to any other Person that holds or is contemplating the purchase of any Certificate or interest therein; provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential) and agrees not to use such information in any manner that would violate federal, state or local securities laws.  Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner shall be obligated to keep confidential any information received from the Trustee, the Master Servicer or the Special Servicer, as applicable, pursuant to this Section 3.15 that has previously been made available via the Trustee’s, the Master Servicer’s or Special Servicer’s Internet Website without restriction as to access as permitted pursuant to the terms of this Agreement, as applicable, or has previously been filed with the Commission, and the Trustee, the Master Servicer or the Special Servicer, as applicable, shall not require either of the certifications contemplated by the second preceding sentence in connection with providing any information pursuant to this Section 3.15 that has previously been made available via the Trustee’s, the Master Servicer’s or Special Servicer’s Internet Website without restriction as to access in compliance with the terms of this Agreement, as applicable, or has previously been filed with the Commission.

                    Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Co-Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Holders.  Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it.

                    The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner or holder of a Companion Loan, as applicable, of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees or holder of a Companion Loan, as applicable, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners or holder of a Companion Loan, if applicable, requiring on site review in excess of three (3) Business Days, reasonable fees for employee time and for space.

                    (b)          The Trustee shall, and the Master Servicer may, but is not required to, make available on or prior to the Distribution Date in each month to the general public (i) the Distribution Date Statement via their respective Internet Websites, (ii) as a convenience for the general public, the Prospectus Supplement, the Prospectus and this Agreement on their respective Internet Websites and (iii) any other items at the request of the Depositor via their respective Internet Websites.  In addition, the Trustee shall make available each month, on each

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Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File and the CMSA Collateral Summary File to the general public on its Internet Website (on a password protected basis).  The Trustee shall, upon written request, make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File to any Privileged Person and to any other Person upon the direction of the Depositor.

                    The Master Servicer may, but is not required to, make available each month via its Internet Website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File and the CMSA Property File.  Any Restricted Servicer Report or Unrestricted Servicer Report that is not available on the Master Servicer’s Internet Website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related Distribution Date shall be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the Master Servicer, upon request, to any Person otherwise entitled to access such report on the Master Servicer’s Internet Website.

                    In connection with providing access to the Trustee’s Internet Website or the Master Servicer’s Internet Website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer.

                    If three or more Holders or the Controlling Class Representative (hereinafter referred to as “Applicants” with a single Person which (together with its Affiliates) is the Holder of more than one Class of Certificates being viewed as a single Applicant for these purposes) apply in writing to Trustee, and such application states that the Applicants’ desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee shall, within five (5) Business Days after the receipt of such application, send, at the Applicants’ expense, the written communication proffered by the Applicants to all Certificateholders at their addresses as they appear in the Certificate Register.

                    (c)          The Master Servicer and the Special Servicer shall not be required to confirm, represent or warrant the accuracy or completeness of any other Person’s information or report included in any communication from the Master Servicer or the Special Servicer under this Agreement.  Neither the Master Servicer nor the Trustee shall be liable for the dissemination of information in accordance with this Section 3.15(c).  The Trustee makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Trustee’s Website and assumes no responsibility therefor.  In addition, the Trustee, the Master Servicer and the Special Servicer may disclaim responsibility for any information distributed by the Trustee, the Master Servicer or the Special Servicer, respectively, for which it is not the original source.

                    (d)          Upon the request of the Controlling Class Representative made not more frequently than once a month (which request may be a standing, continuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer and Special Servicer shall, without charge, make a

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knowledgeable Servicing Officer available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions from the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the case may be, is responsible.  The Master Servicer and the Special Servicer each shall condition such disclosure upon the Controlling Class Representative entering into a reasonable and customary confidentiality agreement reasonably acceptable to such servicer and the Controlling Class Representative regarding such disclosure to it.  Neither the Master Servicer nor the Special Servicer shall be required to provide any information or disclosures in violation of any applicable law, rule or regulation.

                    (e)          With respect to any Companion Loan, the Companion Holders shall receive and have access to any information described in this Section 3.15 which such Companion Holder is entitled to pursuant to the related Intercreditor Agreement.

                    Section 3.16.     Title to REO Property; REO Account.

                    (a)          If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, the Companion Holder, as their interests shall appear.  For the avoidance of doubt, REO Property with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans is excluded for all purposes from this Section 3.16.  The Special Servicer, on behalf of the Trust Fund, shall sell any such REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the end of the third year following the calendar year in which REMIC I acquires ownership of such REO Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty (60) days prior to the end of such third succeeding year, and is granted an extension of time (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, the Co-Trustee, the Special Servicer and the Master Servicer, to the effect that the holding by REMIC I or the Four Seasons Resort and Club - Dallas, TX Loan REMIC of such REO Property subsequent to the end of such third succeeding year will not result in the imposition of taxes on “prohibited transactions” (as defined in Section 860F of the Code) of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II or cause of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding.  If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be.  Any expense incurred by the Special Servicer in connection with its obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Master Servicer.  In the case of the Trust Fund’s beneficial interest in the Mortgaged Property acquired by the X.X. Xxxxxx 2006-LDP8 Trustee pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or by the 2006-C27 Trustee pursuant to the 2006-C27 Pooling and Servicing

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Agreement, as the case may be, the Special Servicer shall coordinate with the X.X. Xxxxxx 2006-LDP8 Special Servicer and the 2006-C27 Special Servicer, as the case may be, with respect to any REO Extension on behalf of REMIC I.  Except for the preceding sentence, for purposes of this Section 3.16, “REO Property” does not include the Trust Fund’s beneficial interest in the Mortgaged Property securing the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan or the Mortgaged Property securing the 2006-C27 Serviced Mortgage Loans.

                    (b)          The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets.  If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the “REO Account”), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, the Companion Holder, as their interests shall appear, for the retention of revenues and other proceeds derived from each REO Property.  The REO Account shall be an Eligible Account.  The Special Servicer shall deposit, or cause to be deposited, in the REO Account, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation Proceeds (net of Liquidation Expenses) received in respect of an REO Property within 2 Business Days of receipt.  Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.  The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period).  The Special Servicer shall give written notice to the Trustee, the Co-Trustee and the Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.

                    (c)          The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property (including any monthly reserve or escrow amounts necessary to accumulate sufficient funds for taxes, insurance and anticipated capital expenditures (the “Impound Reserve”)).  On the last day of the related Collection Period, the Special Servicer shall withdraw from the REO Account and deposit into the Certificate Account or deliver to the Master Servicer or such other Person as may be directed by the Master Servicer (which shall deposit such amounts into the Certificate Account) the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of any withdrawals made out of such amounts pursuant to the preceding sentence; provided that, in addition to the Impound Reserve, the Special Servicer may retain in the REO Account such portion of proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management and maintenance of the related REO Property (including, without limitation, the creation of a reasonable reserve for repairs, replacements and other related expenses).

                    (d)          The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).  The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.

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                    Section 3.17.     Management of REO Property.

                    (a)          Prior to the acquisition of title to a Mortgaged Property (other than, in each case, the Mortgaged Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans), the Special Servicer shall review the operation of such Mortgaged Property and determine the nature of the income that would be derived from such property if it were acquired by the Trust Fund.  If the Special Servicer determines from such review in compliance with the Servicing Standard that in its good faith and reasonable judgment:

         (i)          None of the income from Directly Operating such REO Property would be subject to tax as “net income from foreclosure property” within the meaning of the REMIC Provisions (such tax referred to herein as an “REO Tax”), and the Special Servicer does not engage in any of the activities described in the definition of “Directly Operate” that would cause the REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, then such Mortgaged Property may be Directly Operated by the Special Servicer as REO Property;

         (ii)          Directly Operating such Mortgaged Property as an REO Property could result in income from such property that would be subject to an REO Tax, but that a lease of such property to another party to operate such property, or the performance of some services by an Independent Contractor with respect to such property, or another method of operating such property would not result in income subject to an REO Tax, then the Special Servicer may (provided that in the good faith and reasonable judgment of the Special Servicer, such alternative is commercially feasible and would result in a greater net recovery on a present value basis than earning income subject to an REO Tax) acquire such Mortgaged Property as REO Property and so lease or manage such REO Property; or

         (iii)         It is reasonable to believe that Directly Operating such property as REO Property could result in income subject to an REO Tax and that such method of operation is commercially feasible and would result in a greater net recovery on a present value basis than leasing or other method of operating the REO Property that would not incur an REO Tax, the Special Servicer shall deliver to the REMIC Administrator, in writing, a proposed plan (the “Proposed Plan”) to manage such property as REO Property.  Such plan shall include potential sources of income, and to the extent commercially feasible, estimates of the amount of income from each such source.  Within a reasonable period of time after receipt of such plan, the REMIC Administrator shall consult with the Special Servicer and shall advise the Special Servicer of the REMIC Administrator’s federal income tax reporting position with respect to the various sources of income that the Trust Fund would derive under the Proposed Plan.  In addition, the REMIC Administrator shall (to the extent reasonably possible) advise the Special Servicer of the estimated amount of taxes that the Trust Fund would be required to pay with respect to each such source of income.  After receiving the information described in the two preceding sentences from the REMIC Administrator, the Special Servicer shall either (A) implement the Proposed Plan (after acquiring the respective Mortgaged Property as REO Property) or (B) manage such property in a manner that would not result in the imposition of an REO Tax on the

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income derived from such property.  All of the REMIC Administrator’s expenses (including any fees and expenses of counsel or other experts reasonably retained by it) incurred pursuant to this Section shall be reimbursed to it from the Trust Fund in accordance with Section 10.01(e).

                    The Special Servicer’s decision as to how each REO Property shall be managed shall be based on the Servicing Standard and in any case on the good faith and reasonable judgment of the Special Servicer as to which means would be in the best interest of the Certificateholders (or, if the REO Property was formerly a Mortgaged Property securing a Co-Lender Loan, the Certificateholders and the related Companion Holder (as a collective whole in accordance with the Servicing Standard, taking into account the subordinate nature of the Companion Loan, if applicable)) by maximizing (to the extent commercially feasible and consistent with Section 3.17(b)) the net after-tax REO Revenues received by the Trust Fund with respect to such property and, to the extent consistent with the foregoing, in the same manner as would prudent mortgage loan servicers operating acquired mortgaged property comparable to the respective Mortgaged Property.  Both the Special Servicer and the REMIC Administrator may, at the expense of the Trust Fund payable pursuant to Section 3.05(a)(xv), consult with counsel.

                    (b)          If title to any REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) is acquired, the Special Servicer shall manage, conserve and protect such REO Property for the benefit of the Certificateholders (or, if the REO Property was formerly a Mortgaged Property securing a Co-Lender Loan, the Certificateholders and the related Companion Holder (as a collective whole in accordance with the Servicing Standard, taking into account the subordinate nature of the Companion Loan, if applicable)) solely for the purpose of its prompt disposition and sale in a manner that does not and will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or either result in the receipt by the Four Seasons Resort and Club - Dallas, TX Loan REMIC or REMIC I of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event.  Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are consistent with the Servicing Standard and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to any such REO Property, funds necessary for the proper management, maintenance and disposition of such REO Property, including without limitation:

         (i)           all insurance premiums due and payable in respect of such REO Property;

         (ii)          all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;

         (iii)         any ground rents in respect of such REO Property; and

         (iv)         all costs and expenses necessary to maintain, lease, sell, protect, manage and restore such REO Property.

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                    To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in the preceding sentence with respect to such REO Property, the Master Servicer, subject to the second paragraph of Section 3.03(c), shall make Servicing Advances in such amounts as are necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee or the Co-Trustee) the Master Servicer would not make such advances if the Master Servicer owned such REO Property or the Master Servicer determines, in accordance with the Servicing Standard, that such payment would be a Nonrecoverable Advance; provided, however, that the Master Servicer may make any such Servicing Advance without regard to recoverability if it is a necessary fee or expense incurred in connection with the defense or prosecution of legal proceedings.

                    (c)          Unless Section 3.17(a)(i) applies, the Special Servicer shall contract with any Independent Contractor (if required by the REMIC Provisions for the REO Property to remain classified as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code) for the operation and management of any REO Property; provided that:

         (i)           the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s length;

         (ii)          the fees of such Independent Contractor (which shall be expenses of the Trust Fund) shall be reasonable and customary in consideration of the nature and locality of the REO Property;

         (iii)         except as permitted under Section 3.17(a), any such contract shall require, or shall be administered to require, that the Independent Contractor, in a timely manner, pay all costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in Section 3.17(b) above, and remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer upon receipt;

         (iv)         none of the provisions of this Section 3.17(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such REO Property; and

         (v)          the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.

                    The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification.  No agreement entered into pursuant to this Section 3.17(c) shall be deemed a Sub-Servicing Agreement for purposes of Section 3.22.

                    (d)          Without limiting the generality of the foregoing, the Special Servicer shall not:

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         (i)           permit the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans), if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;

         (ii)          permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;

         (iii)         authorize or permit any construction on any REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans), other than the repair or maintenance thereof or the completion of a building or other improvement thereon, but only to the extent provided in Section 856(e)(4)(B) of the Code; or

         (iv)          except as otherwise provided for in Section 3.17(a)(i) and (a)(ii) above, Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) on any date more than 90 days after its Acquisition Date;

unless, in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance unless nonrecoverable, in which case it shall be paid by the Master Servicer as an Additional Trust Fund Expense from amounts on deposit in the Certificate Account) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.  Except as limited above in this Section 3.17 and by this Section 3.17(d), the Special Servicer shall be permitted to cause the Trust Fund to earn “net income from foreclosure property”, subject to the Servicing Standard.

                    Section 3.18.     Resolution of Defaulted Mortgage Loans and REO Properties.

                    (a)          The Master Servicer, the Special Servicer or the Trustee may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) or an REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) only on the terms and subject to the conditions set forth in this Section 3.18 or as otherwise expressly provided in or contemplated by Sections 2.03 and 9.01.

                    (b)          Within 60 days after a Mortgage Loan (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) becomes a Defaulted Mortgage Loan, the Special Servicer shall determine the fair value of such Mortgage Loan in accordance with the Servicing Standard; provided, however, that such determination shall be made without taking into account any effect the restrictions on the sale of such Mortgage

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Loan contained herein may have on the value of such Defaulted Mortgage Loan; provided, further, that, the Special Servicer shall use reasonable efforts promptly to obtain an Appraisal with respect to the related Mortgaged Property unless it has an Appraisal that is less than 12 months old and has no actual knowledge of, or notice of, any event which in the Special Servicer’s judgment would materially affect the validity of such Appraisal.  The Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such new Appraisal, if applicable.  The Special Servicer is permitted to change, from time to time, its determination of the fair value of a Defaulted Mortgage Loan based upon changed circumstances, new information or otherwise, in accordance with the Servicing Standard; provided, however, the Special Servicer shall update its determination of the fair value at least once every 90 days.  The Special Servicer shall notify the Trustee, the Co-Trustee, the Master Servicer, each Rating Agency and the Majority Subordinate Certificateholder promptly upon its fair value determination and any adjustment thereto.  In determining the fair value of any Defaulted Mortgage Loan, the Special Servicer shall take into account, among other factors, the period and amount of the delinquency on such Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property, the state of the local economy in the area where the Mortgaged Property is located, and the time and expense associated with a purchaser’s foreclosing on the related Mortgaged Property.  In addition, the Special Servicer shall refer to all other relevant information obtained by it or otherwise contained in the Mortgage Loan File; provided that the Special Servicer shall take account of any change in circumstances regarding the related Mortgaged Property known to the Special Servicer that has occurred subsequent to, and that would, in the Special Servicer’s reasonable judgment, materially affect the value of the related Mortgaged Property reflected in the most recent related Appraisal.  Furthermore, the Special Servicer shall consider all available objective third-party information obtained from generally available sources, as well as information obtained from vendors providing real estate services to the Special Servicer, concerning the market for distressed real estate loans and the real estate market for the subject property type in the area where the related Mortgaged Property is located.  The Special Servicer may conclusively rely on the opinion and reports of Independent third parties in making such determination.

                    (c)          Subject to the terms set forth in Section 2.03, in the event a Mortgage Loan (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) becomes a Defaulted Mortgage Loan, each of the Majority Subordinate Certificateholder and the Special Servicer shall have an assignable option (a “Purchase Option”) to purchase such Defaulted Mortgage Loan from the Trust Fund at a price (the “Option Price”) equal to (i) the Purchase Price, if the Special Servicer has not yet determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan as determined by the Special Servicer in the manner described in Section 3.18(b) and in accordance with the Servicing Standard, if the Special Servicer has made such fair value determination.  Any holder of a Purchase Option may sell, transfer, assign or otherwise convey its Purchase Option with respect to any Defaulted Mortgage Loan to any party other than the related Mortgagor or an Affiliate of the related Mortgagor under the Mortgage Loan at any time after the related Mortgage Loan becomes a Defaulted Mortgage Loan.  The transferor of any Purchase Option shall notify the Trustee and the Master Servicer of such transfer and such notice shall include the transferee’s name, address, telephone number, facsimile number and appropriate contact person(s) and shall be acknowledged in writing by the transferee at least five (5) Business Days in advance of such intended transfer.  Notwithstanding

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the foregoing, and subject to Section 3.18(d) of this Agreement, the Majority Subordinate Certificateholder shall have the right to exercise its Purchase Option prior to any exercise of the Purchase Option by any other holder of a Purchase Option; provided, however, if the Purchase Option is not exercised by the Majority Subordinate Certificateholder or any assignee thereof within 60 days of a Mortgage Loan (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) becoming a Defaulted Mortgage Loan, then the Special Servicer shall have the right to exercise its Purchase Option prior to any exercise by the Majority Subordinate Certificateholder and the Special Servicer or its assignee may exercise such Purchase Option at any time during the fifteen day period immediately following the expiration of such 60-day period.  Following the expiration of such fifteen day period, the Majority Subordinate Certificateholder shall again have the right to exercise its Purchase Option prior to any exercise of the Purchase Option by the Special Servicer.  If not exercised earlier, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate (i) once the related Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan; provided, however, that, if such Mortgage Loan subsequently becomes a Defaulted Mortgage Loan, the related Purchase Option shall again be exercisable, (ii) upon the acquisition, by or on behalf of the Trust Fund, of title to the related Mortgaged Property through foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off, in full or at a discount, of such Defaulted Mortgage Loan in connection with a workout.

                    (d)          Notwithstanding the provisions of Section 3.18(c), Section 3.18(g) or Section 3.18(h), pursuant to the terms of the Intercreditor Agreements, a Companion Holder will have the right to purchase the related Co-Lender Loan or related REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) in certain circumstances.  Such right of the related Companion Holder shall have priority over any provision described in Section 3.18(c), Section 3.18(g) or Section 3.18(h).  If the Co-Lender Loan or REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) is purchased by the related Companion Holder, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related Companion Loan will no longer be subject to this Agreement.  Neither the Trustee nor the Trust Fund shall acquire a Companion Loan; provided, however, the Master Servicer or an affiliate may own or acquire the Companion Loans.  With respect to each Loan Pair, the related Companion Holder shall be entitled to exercise any cure rights given to it under the related Intercreditor Agreement, in each case subject to any conditions or restrictions described in or incorporated by reference into such sections.

                    (e)          Upon receipt of notice from the Special Servicer indicating that a Mortgage Loan (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) has become a Defaulted Mortgage Loan, the holder (whether the original grantee of such option or any subsequent transferee) of the Purchase Option may exercise the Purchase Option by providing the Master Servicer and the Trustee written notice thereof (the “Purchase Option Notice”), in the form of Exhibit M, which notice shall identify the Person that, on its own or through an Affiliate, will acquire the related Mortgage Loan upon closing and shall specify a cash exercise price at least equal to the Option Price.  The Purchase Option Notice shall be delivered in the manner specified in Section 11.05.

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                    (f)          If the Special Servicer or the Majority Subordinate Certificateholder, or any of their respective Affiliates, is identified in the Purchase Option Notice as the Person expected to acquire the related Mortgage Loan, the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) shall determine as soon as reasonably practicable (and, in any event, within thirty (30) days) after the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) has received the written notice, whether the Option Price represents fair value for the Defaulted Mortgage Loan; provided that, if the Special Servicer is then in the process of obtaining a new Appraisal with respect to the related Mortgaged Property, then the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) shall, in accordance with its good faith and reasonable judgment, make its fair value determination with respect to such Mortgage Loan as soon as reasonably practicable (but in any event within thirty (30) days) after the Trustee’s (or the Co-Trustee’s, with respect to The Gas Company Tower Loan) receipt of such new Appraisal.  The Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) may rely on the opinion and reports of Independent third parties in making such determination; provided that the Trustee may rely on the most current Appraisal obtained for the related Mortgaged Property pursuant to this Agreement.  In determining the fair value of any Defaulted Mortgage Loan, the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) shall take into account, and any Independent third party shall be instructed to take into account, among other factors, the period and amount of the delinquency on such Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property, the state of the local economy in the area where the Mortgaged Property is located, and the time and expense associated with a purchaser’s foreclosing on the related Mortgaged Property.  In addition, the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) shall refer, and any Independent third party shall be instructed to refer, to all relevant information delivered to it by the Special Servicer or otherwise contained in the Mortgage Loan File.  Furthermore, the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) shall consider, and any Independent third party shall be instructed to consider, all available objective third-party information obtained from generally available sources, concerning the market for distressed real estate loans and the real estate market for the subject property type in the area where the related Mortgaged Property is located.  The reasonable costs of all appraisals, inspection reports and broker opinions of value, reasonably incurred by the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any such third party pursuant to this subsection shall be advanced by the Master Servicer and shall constitute, and be reimbursable as, Servicing Advances (or if such Advance is deemed to be a Nonrecoverable Advance such costs shall be reimbursable as Additional Trust Fund Expenses from the Certificate Account pursuant to Section 3.05(a)).  The other parties to this Agreement shall cooperate with all reasonable requests for information.

                    (g)          Unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such other resolution strategies available hereunder with respect to such Defaulted Mortgage Loan, including, without limitation, workout and foreclosure, as the Special Servicer may deem appropriate consistent with the Servicing Standard; provided, however, the Special Servicer will not be permitted to sell the Defaulted Mortgage Loan other than in connection with the exercise of the related Purchase Option.

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                    (h)          In the event that title to any REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) is acquired by the Trust Fund in respect of any Defaulted Mortgage Loan, the deed or certificate of sale shall be issued to the Trust Fund, the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or to its nominees.  The Special Servicer, after notice to the Controlling Class Representative, shall use its reasonable best efforts to sell any such REO Property as soon as practicable in accordance with Section 3.16(a).  If the Special Servicer on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) has not received an REO Extension or an Opinion of Counsel described in Section 3.16(a) and the Special Servicer is not able to sell such REO Property within the period specified above, or if an REO Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall, after consultation with the Controlling Class Representative, before the end of such period or extended period, as the case may be, auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard.  The Special Servicer shall give the Controlling Class Representative, the Master Servicer and the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) not less than five (5) days’ prior written notice of its intention to sell any REO Property, and in respect of such sale, the Special Servicer shall offer such REO Property in a commercially reasonable manner.  Where any Interested Person is among those bidding with respect to an REO Property, the Special Servicer shall require that all bids be submitted in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the bid amount.  No Interested Person shall be permitted to purchase the REO Property at a price less than the Purchase Price; provided, further, that, if the Special Servicer intends to bid on any REO Property, (i) the Special Servicer shall notify the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) of such intent, (ii) the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) shall promptly obtain, at the expense of the Trust Fund, an Appraisal of such REO Property and (iii) the Special Servicer shall not bid less than the greater of (a) the fair market value set forth in such Appraisal or (b) the Purchase Price.

                    (i)          Subject to the REMIC Provisions, the Special Servicer shall act on behalf of the Trust Fund in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) or the exercise of a Purchase Option, including the collection of all amounts payable in connection therewith.  Notwithstanding anything to the contrary herein, neither the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) or purchase any Defaulted Mortgage Loan.  Any sale of a Defaulted Mortgage Loan (pursuant to a Purchase Option) or an REO Property shall be without recourse to, or representation or warranty by, the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), the Depositor, the Special Servicer, the Master Servicer, any Mortgage Loan Seller or the Trust Fund.  Notwithstanding the foregoing, nothing herein shall limit the liability of the Master Servicer, the Special Servicer or the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) to the Trust Fund and the Certificateholders for failure to perform its duties in accordance herewith.  None of the Special Servicer, the Master

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Servicer, the Depositor or the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) shall have any liability to the Trust Fund or any Certificateholder with respect to the price at which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance with the terms of this Agreement.

                    (j)          Upon exercise of a Purchase Option, the holder of such Purchase Option shall be required to pay the purchase price specified in its Purchase Option Notice to the Special Servicer within 10 Business Days of exercising its Purchase Option.  The proceeds of any sale of a Defaulted Mortgage Loan, after deduction of the expenses of such sale incurred in connection therewith, shall be remitted by the Special Servicer to the Master Servicer within one (1) Business Day of receipt for deposit into the Certificate Account.  The Special Servicer shall immediately notify the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) upon the holder of the effective Purchase Option’s failure to remit the purchase price specified in its Purchase Option Notice pursuant to this Section 3.18(j).  Thereafter, the Special Servicer shall notify each holder of a Purchase Option of such failure and such holder of a Purchase Option may then exercise its Purchase Option in accordance with this Section 3.18.

                    (k)          Notwithstanding anything herein to the contrary, the Special Servicer shall not take or refrain from taking any action pursuant to instructions from the Controlling Class Representative that would cause it to violate applicable law or any term or provision of this Agreement, including the REMIC Provisions and the Servicing Standard.

                    (l)          The amount paid for a Defaulted Mortgage Loan (other than the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) or related REO Property (other than, in each case, the REO Property related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) purchased under this Agreement shall be deposited into the Certificate Account, or if applicable, applied in accordance with the related Intercreditor Agreement (except that portion of any purchase price constituting Gain-on-Sale Proceeds which shall be deposited in the Gain-on-Sale Reserve Account).  Upon receipt of an Officer’s Certificate from the Master Servicer to the effect that such deposit has been made, the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in the purchaser of such Defaulted Mortgage Loan or related REO Property ownership of the Defaulted Mortgage Loan or related REO Property.  The Custodian, upon receipt of a Request for Release, shall release or cause to be released to the Master Servicer or Special Servicer the related Mortgage File.  In connection with any such purchase, the Special Servicer shall deliver the related Servicing File to the purchaser of a Defaulted Mortgage Loan or related REO Property.

                    (m)          Notwithstanding the foregoing, each mezzanine lender will have the right to purchase the related Mortgage Loan and cure defaults relating thereto as set forth in the related mezzanine intercreditor agreement.

                    Section 3.19.     Additional Obligations of Master Servicer and Special Servicer.

                    (a)          The Master Servicer shall deposit in the Certificate Account on each P&I Advance Date, without any right of reimbursement therefor with respect to each Mortgage Loan

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(other than a Specially Serviced Mortgage Loan and other than any Mortgage Loan for which the Special Servicer has waived a prepayment restriction) that was subject to a voluntary Principal Prepayment during the most recently ended Collection Period creating a Prepayment Interest Shortfall, an amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfall and (ii) the sum of (A) the Master Servicing Fee (calculated for this purpose only at a rate of 0.0100% per annum) received by the Master Servicer during such Collection Period on such Mortgage Loan and (B) investment income earned by the Master Servicer on the related Principal Prepayment during the most recently ended Collection Period; provided, however, to the extent any such Prepayment Interest Shortfall is the result of the Master Servicer’s failure to enforce the applicable Mortgage Loan documents the amount in clause (A) shall include the entire Master Servicing Fee on the applicable Mortgage Loan for such Collection Period.

                    (b)          The Master Servicer shall, as to each Mortgage Loan which is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer.

                    (c)          The Master Servicer shall provide to each Companion Holder any reports or notices required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.

                    Section 3.20.     Modifications, Waivers, Amendments and Consents.

                    (a)          Subject to Sections 3.20(b) through 3.20(n) below and further subject to Sections 3.08(b) and 6.11 and further subject to any applicable intercreditor agreement or similar agreement, the Master Servicer (to the extent provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer may, on behalf of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), agree to any modification, waiver or amendment of any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) without the consent of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) or any Certificateholder.

                    (b)          All modifications, waivers or amendments of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents related thereto) shall be in writing and shall be considered and effected in accordance with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer, as applicable, shall make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any Mortgage Loan not otherwise permitted by this Section 3.20 that would constitute a “significant modification” of such Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).

                    (c)          Except as provided in 3.20(d) and the last sentence of Section 3.02(a), the Special Servicer, on behalf of the Trustee, shall not agree or consent to any modification, waiver or amendment of any term of any Mortgage Loan that would:

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         (i)           affect the amount or timing of any related payment of principal, interest or other amount (including Prepayment Premiums or Yield Maintenance Charges, but excluding Penalty Interest and amounts payable as additional servicing compensation) payable thereunder;

         (ii)          affect the obligation of the related Mortgagor to pay a Prepayment Premium or Yield Maintenance Charge or permit a Principal Prepayment during any period in which the related Mortgage Note prohibits Principal Prepayments;

         (iii)         except as expressly contemplated by the related Mortgage or pursuant to Section 3.09(d), result in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as determined by an appraisal by an Independent Appraiser delivered to the Special Servicer at the expense of the related Mortgagor and upon which the Special Servicer may conclusively rely) of the property to be released other than in connection with a taking of all or part of the related Mortgaged Property or REO Property for not less than fair market value by exercise of the power of eminent domain or condemnation or casualty or hazard losses with respect to such Mortgaged Property or REO Property;

         (iv)         if such Mortgage Loan is equal to or in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $35,000,000 (or, with respect to Xxxxx’x, $25,000,000), or is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, permit the transfer or transfers of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the borrower or any equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each Rating Agency that such changes will not result in the qualification, downgrade or withdrawal to the ratings then assigned to the Certificates;

         (v)          allow any additional lien on the related Mortgaged Property if such Mortgage Loan is equal to or in excess of 2% of the then aggregate current principal balances of the Mortgage Loans or $20,000,000, is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, or with respect to S&P only, has an aggregate Loan-to-Value Ratio that is equal to or greater than 85% or has an aggregate Debt Service Coverage Ratio that is less than 1.20x, without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal or the ratings then assigned to the Certificates; or

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

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                    (d)          Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), and the rights of the Controlling Class Representative and the rights (if any) of a Companion Holder (other than the holders of the Non-Serviced Pari Passu Companion Loans) pursuant to the related Intercreditor Agreement, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan (and the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class for up to two (2) six-month extensions), or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period; provided that (A) the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default is reasonably foreseeable, and (B) in the reasonable, good faith judgment of the Special Servicer, such modification would increase the recovery on the Mortgage Loan to Certificateholders on a net present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate).  In the case of every other modification, waiver or consent, the Special Servicer shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the extent not paid by the related Mortgagor) to the effect that such modification, waiver or amendment would not both (1) effect an exchange or reissuance of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code and (2) cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions.

                    In addition, notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), the Special Servicer may extend the date on which any Balloon Payment is scheduled to be due in respect of a Specially Serviced Mortgage Loan if the conditions set forth in the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal of the related Mortgaged Property, in connection with such extension, which Appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the immediately preceding paragraph.

                    In no event will the Special Servicer (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than the lesser of (A) the original Mortgage Rate of such Mortgage Loan, (B) the highest Pass-Through Rate of any Class of Certificates (other than the Class IO Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (iii) if the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) defer interest due on any Mortgage Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of

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interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan.

                    The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced by an Officer’s Certificate to such effect delivered to the Trustee and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determination.  The Special Servicer shall append to such Officer’s Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination.

                    (e)          Any payment of interest that is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such modification, waiver or amendment so permit.  The foregoing shall in no way limit the Special Servicer’s ability to charge and collect from the Mortgagor costs otherwise collectible under the terms of the related Mortgage Note and this Agreement together with interest thereon.

                    (f)          The Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request; provided such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) any related costs and expenses incurred by it.  In no event shall the Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Mortgagor.

                    (g)          The Special Servicer shall notify the Master Servicer, any related Sub-Servicers, the Trustee, the Co-Trustee (with respect to The Gas Company Tower Loan) the Controlling Class Representative, the Rating Agencies and with respect to any Co-Lender Loan, the related Companion Holder, in writing, of any material modification, waiver or amendment of any term of any Mortgage Loan (including fees charged the Mortgagor) and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten Business Days) following the execution thereof.  Copies of each agreement whereby any such modification, waiver or amendment of any term of any Mortgage Loan is effected shall be made available for review upon prior request during normal business hours at the offices of the Special Servicer pursuant to Section 3.15 hereof.

                    (h)          The Master Servicer shall not permit defeasance of any Mortgage Loan to the extent inconsistent with the terms of such Mortgage Loan.  Unless and to the extent the Master Servicer is precluded from preventing such defeasance by the related Mortgage Loan documents or otherwise (provided that the Master Servicer shall not allow such defeasance to

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cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder to fail to qualify as a REMIC; provided, further, the Master Servicer may rely on an Opinion of Counsel as provided for in (ii) below), the Master Servicer will not permit defeasance of any Mortgage Loan, unless:  (i) the defeasance collateral consists of non-callable “government securities” within the meaning of the Investment Company Act of 1940, (ii) the Master Servicer has determined that the defeasance will not result in an Adverse REMIC Event (provided that the Master Servicer shall be entitled to rely conclusively on an Opinion of Counsel to that effect), (iii) the Master Servicer has notified the Rating Agencies, (iv) to the extent the defeasance of the Mortgage Loan is required by the then current applicable Rating Agency criteria to be reviewed by a Rating Agency, such Rating Agency has confirmed that such defeasance will not result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Certificates to which a rating has been assigned by such Rating Agency, (provided that no confirmation from S&P shall be required if the Mortgage Loan being defeased, together with all Mortgage Loans cross-collateralized with such Mortgage Loan, (i) is not one of the ten (10) largest Mortgage Loans (or cross-collateralized groups of Mortgage Loans) by Stated Principal Balance in the Trust Fund, and (ii) has a Stated Principal Balance at the time of the defeasance that is less than $20,000,000 and less than 5% of the aggregate Stated Principal Balance at the time of the defeasance of the Mortgage Loans and the Master Servicer shall have delivered a Defeasance Certificate substantially in the form of Exhibit N hereto), (v) the Master Servicer has requested and received from the related Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee will have a perfected, first priority security interest in such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made on such defeasance collateral in accordance with the terms thereof will be sufficient to pay the subject Mortgage Loan in full on or before its Stated Maturity Date and in accordance with the Periodic Payment (or, in the case of an ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each Periodic Payment scheduled to be due on or prior thereto but after the defeasance and (vi) a single purpose entity (as defined below) is designated to assume the Mortgage Loan and own the defeasance collateral; provided that, if under the terms of the related Mortgage Loan documents, the related Mortgagor delivers cash to purchase the defeasance collateral rather than the defeasance collateral itself, the Master Servicer shall purchase the U.S. government obligations contemplated by the related Mortgage Loan documents on behalf of the related Mortgagor.  Any customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document.  Notwithstanding the foregoing, if at any time, a court with jurisdiction in the matter shall hold that the related Mortgagor may obtain a release of the subject Mortgaged Property but is not obligated to deliver the full amount of the defeasance collateral contemplated by the related Mortgage Loan documents (or cash sufficient to purchase such defeasance collateral), then the Master Servicer shall (i) if consistent with the related Mortgage Loan documents, refuse to allow the defeasance of the Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related Mortgagor has delivered cash to purchase the defeasance collateral, the Master Servicer shall either (A) buy such defeasance collateral or (B) prepay the Mortgage Loan, in either case, in accordance with the Servicing Standard.  For purposes of this paragraph, a “single purpose entity” shall mean a Person, other than an individual, whose organizational documents provide as follows:  it is formed solely for the purpose of owning and pledging Defeasance Collateral related to one or more of the Mortgage

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Loans; it may not engage in any business unrelated to such Defeasance Collateral and the financing thereof; it does not have and may not own any assets other than those related to its interest in the Defeasance Collateral or the financing thereof and may not incur any indebtedness other than as permitted by the related Mortgage or Mortgages; it shall maintain its own books, records and accounts, in each case which are separate and apart from the books, records and accounts of any other person; it shall hold regular meetings, as appropriate, to conduct its business, and shall observe all entity-level formalities and record keeping; it shall conduct business in its own name and use separate stationery, invoices and checks; it may not guarantee or assume the debts or obligations of any other person other than in connection with the defeasance of a Mortgage Loan; it shall not commingle its assets or funds with those of any other person; it shall pay its obligations and expenses from its own funds and allocate and charge reasonably and fairly any common employees or overhead shared with affiliates; it shall prepare separate tax returns and financial statements or, if part of a consolidated group, shall be shown as a separate member of such group; it shall transact business with affiliates on an arm’s length basis pursuant to written agreements; and it shall hold itself out as being a legal entity, separate and apart from any other person.  The single purpose entity organizational documents shall provide that any dissolution and winding up or insolvency filing for such entity requires the unanimous consent of all partners or members, as applicable, and that such documents may not be amended with respect to the single purpose entity requirements during the term of the Mortgage Loan.

                    (i)          For any Mortgage Loan (other than a Specially Serviced Mortgage Loan, the Four Seasons Resort and Club - Dallas, TX Loan or the Non-Serviced Mortgage Loans) and subject to the rights of the Special Servicer set forth in this Section 3.20, the Master Servicer, without the consent of the Special Servicer or the Controlling Class Representative, as applicable, shall be responsible for any request by a Mortgagor for the consent of the mortgagee for a modification, waiver or amendment of any term with respect to:

         (i)           approving routine leasing activity (including any subordination, standstill and attornment agreements) with respect to any lease for less than the lesser of (a) 30,000 square feet or (b) 30% of the related Mortgaged Property;

         (ii)          approving a change of the property manager at the request of the related Mortgagor; provided that (A) the successor property manager is not affiliated with the Mortgagor and is a nationally or regionally recognized manager of similar properties, (B) the related Mortgage Loan does not have an outstanding principal balance in excess of $5,000,000 and (C) the subject Mortgaged Property does not secure a Companion Loan;

         (iii)         approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial statements are delivered no less than quarterly and within 60 days of the end of the calendar quarter;

         (iv)         approving annual budgets for the related Mortgaged Property; provided that no such budget (1) provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (2) provides for the payment of any material expenses to any affiliate of the Mortgagor

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(other than the payment of a management fee to any property manager if such management fee is no more than the management fee in effect on the Cut-Off Date);

         (v)          subject to other restrictions herein regarding Principal Prepayments, waiving any provision of a Mortgage Loan requiring a specified number of days notice prior to a Principal Prepayment;

         (vi)         approving modifications, consents or waivers (other than those set forth in Section 3.20(c)) in connection with a defeasance permitted by the terms of the related Mortgage Loan if the Master Servicer receives an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Mortgagor) to the effect that such modification, waiver or consent would not cause any REMIC to fail to qualify as a REMIC under the Code or result in a “prohibited transaction” under the REMIC Provisions;

         (vii)        consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way; provided that the Master Servicer shall have determined in accordance with the Servicing Standard that such easement or right-of-way shall not materially interfere with the then current use of the related Mortgaged Property, or the security intended to be provided by such Mortgage, the related Mortgagor’s ability to repay the Mortgage Loan, or materially or adversely affect the value of such Mortgaged Property or cause the Mortgage Loan to cease to be a “qualified mortgage” for REMIC purposes; and

         (viii)       approving the renewal or release of any letters of credit with respect to any Mortgage Loan; provided, that the Master Servicer shall obtain the approval of the Special Servicer and the Controlling Class Representative prior to approving the modification, waiver or amendment of any letters of credit with respect to any Mortgage Loan.

provided, however, if the Mortgage Loan is a Co-Lender Loan, the Master Servicer shall provide written notice of such modification, waiver and amendment to the related Companion Holder to the extent required under the related Intercreditor Agreement; provided, further, that the Master Servicer shall promptly notify the Special Servicer of any requests not subject to this Section 3.20(i) for which the Special Servicer is responsible pursuant to this Section 3.20 and shall deliver to the Special Servicer (which delivery may be by electronic transmission in a format acceptable to the Master Servicer and Special Servicer) a copy of the request, and all information in the possession of the Master Servicer that the Special Servicer may reasonably request related thereto.

                    (j)           [Reserved].

                    (k)          To the extent that either the Master Servicer or Special Servicer waives any Penalty Interest or late charge in respect of any Mortgage Loan, whether pursuant to Section 3.02(a) or this Section 3.20, the respective amounts of additional servicing compensation payable to the Master Servicer and the Special Servicer under Section 3.11 out of such Penalty Interest or late payment charges shall be reduced proportionately, based upon the respective

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amounts that had been payable thereto out of such Penalty Interest or late payment charges immediately prior to such waiver.

                    (l)          Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall take the following action unless it has received prior written confirmation (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related Mortgage Loan documents) from the Rating Agencies that such action will not result in a qualification, downgrade or withdrawal of any of the ratings assigned by such Rating Agency to the Certificates:

         (i)           With respect to any Mortgaged Property that secures a Mortgage Loan with an unpaid principal balance that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $20,000,000, the giving of any consent, approval or direction regarding the termination of the related property manager or the designation of any replacement property manager; and

         (ii)          With respect to each Mortgage Loan with an unpaid principal balance that is equal to or greater than (A) two percent (2%) of the then aggregate principal balance of all the Mortgage Loans or (B) $10,000,000 and which is secured by a Mortgaged Property which is a hospitality property, the giving of any consent to any change in the franchise affiliation of such Mortgaged Property.

                    (m)          In the event the Special Servicer, in connection with a modification, waiver or amendment in respect of any Co-Lender Loan (other than a Non-Serviced Mortgage Loan), modifies, waives or amends the terms thereof such that (i) the Stated Principal Balance is decreased, (ii) the Mortgage Rate is reduced, (iii) payments of interest or principal are waived, reduced or deferred or (iv) any other adjustment is made to any of the terms of such Co-Lender Loan, all payments made in respect of the related Mortgage Loan shall be made as though such modification, waiver or amendment did not occur, with the payment terms of such Co-Lender Loan remaining the same as they are on the related Cut Off Date, and the related Subordinate Companion Loan(s) shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on such Co-Lender Loan attributable to such modification, waiver or amendment.

                    (n)          Subject to the terms of the related Intercreditor Agreement, the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class Representative for up to two six-month extensions.

                    Section 3.21.     Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.

                    (a)          Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer or Special Servicer, as applicable, shall promptly notify the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) and Master Servicer or Special Servicer, as applicable, and, if the Master Servicer is not also the Special Servicer, the Master Servicer shall immediately deliver or cause to be delivered a copy of the related Mortgage File and Servicing

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File, to the Special Servicer and shall use reasonable efforts to provide the Special Servicer with all information, documents (or copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and, if applicable the related Companion Loan, either in the Master Servicer’s or any of its directors’, officers’, employees’, affiliates’ or agents’ possession or control or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto without acting through a Sub-Servicer.  The Master Servicer shall use reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event; provided, however, if the information, documents and records requested by the Special Servicer are not contained in the Servicing File, the Master Servicer shall have such period of time as reasonably necessary to make such delivery.  Notwithstanding the occurrence of a Servicing Transfer Event, the Master Servicer shall continue to receive payments on such Mortgage Loan (including amounts collected by the Special Servicer).

                    Upon determining that a Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan and if the Master Servicer is not also the Special Servicer, the Special Servicer shall immediately give notice thereof to the Master Servicer, and shall return the related Mortgage File and Servicing File and all other information, documents and records that were not part of the Servicing File when it was delivered to the Special Servicer within five (5) Business Days of the occurrence, to the Master Servicer (or such other Person as may be directed by the Master Servicer) and upon giving such notice, and returning such Servicing File, to the Master Servicer (or such other Person as may be directed by the Master Servicer), the Special Servicer’s obligation to service such Mortgage Loan, and, if applicable, the Companion Loan, and the Special Servicer’s right to receive the Special Servicing Fee with respect to such Mortgage Loan shall terminate, and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall resume.

                    (b)          In servicing any Specially Serviced Mortgage Loans, the Special Servicer shall provide to the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File (with a copy of each such original to the Master Servicer).

                    (c)          On or before each Determination Date, the Special Servicer shall deliver to the Master Servicer and each Rating Agency (or such other Person as may be directed by the Master Servicer) a statement in writing and in computer readable format (the form of such statement to be agreed upon by the Master Servicer) describing, on a loan-by-loan and property-by-property basis, (1) insofar as it relates to Specially Serviced Mortgage Loans and REO Properties, the information described in clauses (x) through (xiii) of Section 4.02(a) and, insofar as it relates to the Special Servicer, the information described in clauses (xxiv), (xxv) and (xxvi) of Section 4.02(a), (2) the amount of all payments, Insurance Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss incurred, with respect to each Specially Serviced Mortgage Loan during the related Collection Period, and the amount of all REO Revenues, Insurance Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss incurred, with respect to each REO Property during the related Collection Period, (3) the amount, purpose and date of all Servicing Advances requested by the Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Property during the related

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Collection Period and (4) such additional information relating to the Specially Serviced Mortgage Loans and REO Properties as the Master Servicer reasonably requests to enable it to perform its responsibilities under this Agreement.  Notwithstanding the foregoing provisions of this subsection (c), the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Mortgage Loans and REO Properties and shall provide the Special Servicer with any information reasonably available to the Master Servicer required by the Special Servicer to perform its duties under this Agreement.

                    (d)          No later than 60 days after a Mortgage Loan and, if applicable, Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall deliver to each Rating Agency, the Trustee (the Co-Trustee, with respect to The Gas Company Tower Loan), the Master Servicer and the Controlling Class Representative (and, in the case of a Co-Lender Loan, the related Companion Holder), a report (the “Asset Status Report”) with respect to such Mortgage Loan and the related Mortgaged Property.  Such Asset Status Report shall set forth the following information to the extent reasonably determinable:

         (i)           summary of the status of such Specially Serviced Mortgage Loan and negotiations with the related Mortgagor;

         (ii)          a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel has been retained;

         (iii)         the most current rent roll and income or operating statement available for the related Mortgaged Property;

         (iv)         the Appraised Value of the Mortgaged Property together with the assumptions used in the calculation thereof;

         (v)          summary of the Special Servicer’s recommended action with respect to such Specially Serviced Mortgage Loan; and

         (vi)         such other information as the Special Servicer deems relevant in light of the Servicing Standard.

                    Any Asset Status Report with respect to a Co-Lender Loan shall also include any additional information required by the related Intercreditor Agreement.  In addition, with respect to a Co-Lender Loan, the Controlling Class Representative’s approval or disapproval of any actions recommended by such Asset Status Report relating to such Co-Lender Loan will be subject to the rights of the related Companion Holder pursuant to the terms of the related Intercreditor Agreement.

                    If within ten (10) Business Days of receiving an Asset Status Report which relates to a recommended action for which the Controlling Class Representative is entitled to object under Section 6.11, the Controlling Class Representative does not disapprove such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in

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such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard, or the terms of the applicable Mortgage Loan documents.  If the Controlling Class Representative disapproves such Asset Status Report, the Special Servicer will revise such Asset Status Report and deliver to the Controlling Class Representative, the Rating Agencies and the Master Servicer a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval.

                    The Special Servicer shall revise such Asset Status Report as described above in this Section 3.21(d) until the Controlling Class Representative shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes one of the determinations described below. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section.  Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Status Report (and consistent with the terms hereof) before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the Certificateholders or, if a Loan Pair is involved, the Certificateholders and the related Companion Holders, (as a collective whole) and it has made a reasonable effort to contact the Controlling Class Representative and (ii) in any case, shall determine whether such affirmative disapproval is not in the best interest of all the Certificateholders pursuant to the Servicing Standard.

                    Upon making such determination in clause (ii) of the immediately preceding paragraph, the Special Servicer shall notify the Trustee or the Co-Trustee (with respect to The Gas Company Tower Loan) of such rejection and deliver to the Trustee or the Co-Trustee, as applicable, a proposed notice to Certificateholders which shall include a copy of the Asset Status Report, and the Trustee or the Co-Trustee (with respect to The Gas Company Tower Loan) shall send such notice to all Certificateholders.  If the majority of such Certificateholders, as determined by Voting Rights, fail, within 5 days of the Trustee’s or the Co-Trustee’s, as applicable, sending such notice, to reject such Asset Status Report, the Special Servicer shall implement the same.  If the Asset Status Report is rejected by a majority of the Certificateholders, (other than for a reason which violates the Servicing Standard, which shall control), the Special Servicer shall revise such Asset Status Report as described above in this Section 3.21(d) and provide a copy of such revised report to the Master Servicer.  The Trustee or the Co-Trustee (with respect to The Gas Company Tower Loan) shall be entitled to reimbursement from the Trust Fund for the reasonable expenses of providing such notices.  Notwithstanding the foregoing, the Controlling Class Representative’s approval of or failure to respond to an Asset Status Report shall not be deemed to be a substitute for any specific consent required pursuant to Section 6.11(a).

                    The Special Servicer shall have the authority to meet with the Mortgagor for any Specially Serviced Mortgage Loan and take such actions consistent with the Servicing Standard, the terms hereof and the related Asset Status Report.  The Special Servicer shall not take any action inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard.

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                    No direction of the Controlling Class Representative or the majority of the Certificateholders shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) expose the Master Servicer, the Special Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust Fund, the Trustee or the Co-Trustee or the officers and the directors of each party to claim, suit or liability or (d) expand the scope of the Master Servicer’s, Trustee’s, the Co-Trustee’s or Special Servicer’s responsibilities under this Agreement.  Notwithstanding the foregoing, it is agreed and acknowledged that, with respect to the Co-Lender Loans, the holders of the Companion Loans have certain consent and direction rights in the related Intercreditor Agreements, but nothing herein shall be construed to prevent the Controlling Class Representative from consulting on a non-binding basis with the Special Servicer about any applicable Mortgage Loan.

                    Section 3.22.     Sub-Servicing Agreements.

                    (a)          The Master Servicer and the Special Servicer (and, with respect to the Special Servicer, only with the consent of the Controlling Class Representative) may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of their respective obligations hereunder; provided that, in each case, the Sub-Servicing Agreement:  (i) is consistent with this Agreement in all material respects, requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement and includes events of default with respect to the Sub-Servicer substantially similar to the Events of Default set forth in Section 7.01(a) hereof (other than Section 7.01(a)(ix) and (x) to the extent applicable (modified to apply to the Sub-Servicer instead of the Master Servicer); (ii) provides that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of an Event of Default), the Co-Trustee or its designee may thereupon assume all of the rights and, except to the extent such obligations arose prior to the date of assumption, obligations of the Master Servicer or the Special Servicer, as the case may be, under such agreement or (except with respect only to the Sub-Servicing Agreements in effect as of the date of this Agreement) may terminate such Sub-Servicing Agreement without cause and without payment of any penalty or termination fee (other than the right of reimbursement and indemnification); (iii) provides that the Co-Trustee, for the benefit of the Certificateholders, shall be a third party beneficiary under such agreement, but that (except to the extent the Co-Trustee or its designee assumes the obligations of the Master Servicer or the Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii) none of the Trustee, the Co-Trustee, the Trust Fund, any successor Master Servicer or Special Servicer, as the case may be, or any Certificateholder shall have any duties under such agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Mortgage Loan at its option and without penalty; (v) with respect to any Sub-Servicing Agreement entered into by the Special Servicer, does not permit the Sub-Servicer to enter into or consent to any modification, waiver or amendment or otherwise take any action on behalf of the Special Servicer contemplated by Section 3.20 hereof without the consent of such Special Servicer or conduct any foreclosure action contemplated by

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Section 3.09 hereof or sale of a Mortgage Loan or REO Property contemplated by Section 3.18 hereof; (vi) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust Fund; and (vii) with respect to any Sub-Servicing Agreement entered into after the Closing Date and prior to the date upon which the Trust Fund’s Exchange Act reporting obligations are terminated by the filing of a Form 15 Suspension Notice as contemplated by Section 8.18(l), any Sub-Servicer (which is a Reporting Party) is not a Prohibited Party.  In addition, each Sub-Servicing Agreement entered into by the Master Servicer shall provide that such agreement shall be subject to Section 3.21 hereof with respect to any Mortgage Loan that becomes a Specially Serviced Mortgage Loan.  The Master Servicer and the Special Servicer shall each deliver to the Trustee and to each other copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents.  References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the case may be; and, in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations of the Master Servicer or the Special Servicer hereunder to make P&I Advances or Servicing Advances shall be deemed to have been advanced by the Master Servicer or the Special Servicer, as the case may be, out of its own funds and, accordingly, such P&I Advances or Servicing Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer or the Special Servicer, as the case may be.  For so long as they are outstanding, Advances shall accrue interest in accordance with Sections 3.03(d) and 4.03(d), such interest to be allocable between the Master Servicer or the Special Servicer, as the case may be, and such Sub-Servicer as they may agree.  For purposes of this Agreement, the Master Servicer and the Special Servicer each shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.  The Master Servicer and the Special Servicer each shall notify the other, the Trustee and the Depositor in writing promptly of the appointment by it of any Sub-Servicer.

                    (b)          Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law.

                    (c)          The Master Servicer and the Special Servicer, for the benefit of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust Fund) monitor the performance and enforce the obligations of their respective Sub-Servicers under the related Sub-Servicing Agreements.  Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or the Special Servicer, as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans.  Subject to the terms of the related Sub-Servicing Agreement, the Master Servicer and the Special Servicer may each have the right to remove a Sub-Servicer at any time it considers such removal to be in the best interests of Certificateholders.

                    (d)          In the event of the resignation, removal or other termination of Wachovia Bank, National Association, or any successor Master Servicer hereunder for any reason, the Co-Trustee or other Person succeeding such resigning, removed or terminated party as Master

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Servicer, shall elect, with respect to any Sub-Servicing Agreement in effect as of the date of this Agreement:  (i) to assume the rights and obligations of the Master Servicer under such Sub-Servicing Agreement and continue the sub-servicing arrangements thereunder on the same terms (including without limitation the obligation to pay the same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such Sub-Servicer on such terms as the Co-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 Co-Trustee or other successor Master Servicer in which case the existing Sub-Servicing Agreement shall remain in effect); or (iii) to terminate the Sub-Servicing Agreement if an Event of Default (as defined in such Sub-Servicing Agreement) has occurred and is continuing or otherwise in accordance with the Sub-Servicing Agreement, in each case without paying any Sub-Servicer termination fee.

                    Each Sub-Servicing Agreement will provide, among other things, that the Master Servicer and its successors may at its sole option, terminate any rights the Sub-Servicer may have thereunder with respect to any or all Mortgage Loans if S&P or Xxxxx’x (i) reduces the rating assigned to one or more Classes of the respective Certificates as a result of the sub-servicing of the Mortgage Loans by the Sub-Servicer, or (ii) advises the Master Servicer or the Trustee in writing that it will cause a qualification, downgrade or withdrawal of such rating due to the continued servicing by the Sub-Servicer.

                    (e)          Notwithstanding any Sub-Servicing Agreement, the Master Servicer and the Special Servicer shall remain obligated and liable to the Trustee and the Certificateholders for the performance of their respective obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if each alone were servicing and administering the Mortgage Loans or REO Properties for which it is responsible.

                    (f)          The Special Servicer shall not enter into a Sub-Servicing Agreement unless it receives the consent of the Controlling Class Representative and each Rating Agency has confirmed in writing that the execution of such agreement will not result in a qualification, downgrade, or withdrawal of the then-current ratings on the outstanding Certificates or such Sub-Servicing Agreement relates to a Mortgage Loan or Mortgage Loans (along with any Mortgage Loans previously sub-serviced pursuant to this section) that represent less than 25% of the outstanding principal balance of all Specially Serviced Mortgage Loans.  The Special Servicer shall comply with the terms of each such Sub-Servicing Agreement to the extent the terms thereof are not inconsistent with the terms of this Agreement and the Special Servicer’s obligations hereunder.

                    (g)          The Master Servicer shall cause any Sub-Servicer engaged by the Master Servicer (or by any Sub-Servicer) for the benefit of the Depositor and the Trustee to comply with the provisions of this Section 3.22 and with Section 8.18 of this Agreement to the same extent as if such Sub-Servicer were the Master Servicer, and to provide the information required with respect to such Sub-Servicer under this Section 3.22.  The Master Servicer shall be responsible for obtaining from each such Sub-Servicer and delivering to the Trustee and any applicable Persons any servicer compliance statement required to be delivered by such Sub-Servicer under Section 3.13 and any assessment of compliance report and related accountant’s attestation

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required to be delivered by such Sub-Servicer under Section 3.14, in each case, as and when required to be delivered.

                    (h)          Each of the Master Servicer, the Special Servicer, the Sub-Servicer and the Trustee (each of the Master Servicer, the Special Servicer and the Trustee and each Sub-Servicer, for purposes of this paragraph and the succeeding paragraph, a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.  Such Servicer shall promptly upon request provide to the Depositor and the Trustee a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of each Subcontractor, (ii) which (if any) of such Subcontractors are Servicing Participants, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.  As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Participant, such Servicer shall cause any such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee to comply with the provisions of Sections 3.13, 3.14 and 8.18 of this Agreement to the same extent as if such Subcontractor were such Servicer.  Such Servicer shall be responsible for obtaining from each such Subcontractor and delivering to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section 3.13, Section 3.14 and Section 3.17, in each case, as and when required to be delivered.

                    (i)          Notwithstanding the foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such affiliate or third-party vendor meets the criteria in Item 1108(a)(2)(i) or (ii) or (iii) of Regulation AB.  If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i) or (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Trustee of any such Sub-Servicer and Sub-Servicing Agreement.  No Sub-Servicing Agreement shall be effective until 30 days after such written notice is received by the Depositor and the Trustee.  Such notice shall contain all information reasonably necessary to enable the Trustee to accurately and timely report the event pursuant to Section 8.18.

                    Section 3.23.     Representations and Warranties of Master Servicer and Special Servicer.

                    (a)          Wachovia Bank, National Association, in its capacity as Master Servicer, hereby represents and warrants to the Trustee and the Co-Trustee, for its own benefit and the benefit of the Certificateholders and the Companion Holders, and to the Depositor and the Special Servicer, as of the Closing Date, that:

         (i)           The Master Servicer is a national banking association, duly organized under the laws of the United States of America, and the Master Servicer is in compliance

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with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.

         (ii)          The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer’s articles of association or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

         (iii)         The Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

         (iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable receivership, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

         (v)           The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer.

         (vi)          No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against the Master Servicer that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer, calculated on a consolidated basis.

         (vii)         Each officer, director, employee, consultant or advisor of the Master Servicer with responsibilities concerning the servicing and administration of Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage as, and to the extent, required by Section 3.07(c).

         (viii)        The net worth of the Master Servicer (or, in the case of the initial Master Servicer, the consolidated net worth thereof and of its direct or indirect parent),

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determined in accordance with generally accepted accounting principles, is not less than $15,000,000.

         (ix)          Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective.

         (x)           The Master Servicer possesses the fidelity bond required pursuant to Section 3.07(c) of this Agreement.

                    (b)          CWCapital Asset Management LLC, in its capacity as Special Servicer, hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Companion Holders, and to the Depositor and the Master Servicer, as of the Closing Date, that:

         (i)           The Special Servicer is a limited liability company duly organized under the laws of the Commonwealth of Massachusetts, validly existing 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 by which it is bound.

         (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 or to

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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, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.

         (vii)         Each officer, director and employee of the Special Servicer and each consultant or advisor of the Special Servicer with responsibilities concerning the servicing and administration of Mortgage Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c).

         (viii)        Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by 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.

         (ix)          The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement.

                    (c)          The representations and warranties of the Master Servicer and the Special Servicer, set forth in Section 3.23(a) (with respect to the Master Servicer) and Section 3.23(b) (with respect to the Special Servicer) respectively, 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 to the other parties hereto.

                    Section 3.24.     Sub-Servicing Agreement Representation and Warranty.

                    The Master Servicer, in such capacity, hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor and the Special Servicer, as of the Closing Date, that each Sub-Servicing Agreement satisfies the requirements for such Sub-Servicing Agreements set forth in Sections 3.22(a) and the second paragraph of 3.22(d) in all material respects.

                    Section 3.25.     Designation of Controlling Class Representative.

                    (a)          The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.25 to select a representative having the rights and powers specified in this Agreement (including those specified in Section 6.11) or to replace an existing Controlling Class Representative.  With respect to the

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Four Seasons Resort and Club - Dallas, TX Loan, the Controlling Class Representative is appointed first by the holder of a majority of the Class FS Certificates until the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component minus the portion of any Appraisal Reduction Amount allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component is less than 25% of its original Component Principal Balance, and then by the holders of Certificates representing more than 50% of the Certificate Balance of the Controlling Class; provided that the Controlling Class Representative with respect to the Four Seasons Resort and Club - Dallas, TX Loan may not be the related Mortgagor or an affiliate of the related Mortgagor.  Each advisor referred to above is referred to herein as the “Controlling Class Representative”.  Upon (i) the receipt by the Trustee of written requests for the selection of a Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Trustee that the Controlling Class has changed, the Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Trustee or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative.  Such notice shall set forth the process for selecting a Controlling Class Representative, which shall be the designation of the Controlling Class Representative by the Holders (or Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class by a writing delivered to the Trustee.  No appointment of any Person as a Controlling Class Representative shall be effective until such Person provides the Trustee and the Master Servicer with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers).  American Capital Strategies, Ltd., or an affiliate, shall be the initial Controlling Class Representative with respect to the Mortgage Loans without need for further designation or notice.  The Controlling Class Representative with respect to the Four Seasons Resort and Club - Dallas, TX Loan shall initially be Nomura Securities International, Inc.

                    Notwithstanding anything in this Section 3.25(a), the holders of the Companion Loans have certain consent and direction rights pursuant to the terms of the related Intercreditor Agreements as incorporated in this Agreement, and this Section shall not supersede any such rights, but nothing herein shall be construed to limit the right of the Controlling Class Representative to consult on a non-binding basis with the Special Servicer about any applicable Mortgage Loan.

                    (b)          Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of receiving a request therefor from the Master Servicer or Special Servicer, the Trustee shall, to the extent in its possession, deliver to the requesting party the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Trustee or identified thereto by the Depository or the Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses.  With respect to such information, the Trustee shall be entitled to conclusively rely on information

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provided to it by the Depository, and the Master Servicer and the Special Servicer shall be entitled to rely on such information provided by the Trustee with respect to any obligation or right hereunder that the Master Servicer and the Special Servicer may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class.  In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Trustee shall notify the other parties to this Agreement of such event.  The expenses incurred by the Trustee in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).

                    (c)          A Controlling Class Representative may at any time resign as such by giving written notice to the Trustee and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class.  The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Trustee and to such existing Controlling Class Representative.

                    (d)          Once a Controlling Class Representative has been selected pursuant to this Section 3.25, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Trustee and each other Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative.

                    (e)          Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the Trust Fund.  Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Mortgagor with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Trustee, the Master Servicer and the Special Servicer, whereupon (if the Special Servicer or the Trust Fund are also named parties to the same action and, in the reasonable judgment of the Special Servicer, (i) the Controlling Class Representative had acted in good faith, without negligence or willful misfeasance with regard to the particular matter, and (ii) there is no potential for the Special Servicer or the Trust Fund to be an adverse party in such action as regards the Controlling Class Representative) the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of any such claim against the Controlling Class Representative.  This provision shall survive the termination of this Agreement and the termination or resignation of the Controlling Class Representative.

                    (f)          All rights to, and requirements for, information or notice (including, but not limited to the delivery of information, notice or access to information) provided to the Controlling Class Representative or Certificateholders (which information, with respect to the

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Holders of the Class FS Certificates, does not include the fair value determination of the Four Seasons Resort and Club - Dallas, TX Loan), in general contained in this Agreement shall also apply to each Companion Holder (provided such Companion Holder is not a Mortgagor or an affiliate of a Mortgagor) with respect to information relating to the related Co-Lender Loan (but, in the case of information relating to a Co-Lender Loan, excluding the fair value determination thereof).

                    Section 3.26.     Companion Paying Agent.

                    (a)          The Master Servicer shall be the initial Companion Paying Agent hereunder.  The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth herein.  The Companion Paying Agent shall promptly make available to the Companion Holders (other than, in each case, the holders of the Companion Loans related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans) all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement.

                    (b)          No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement, the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement.

                    (c)          If the Companion Paying Agent is also the Master Servicer, upon the resignation or removal of the Master Servicer pursuant to this Agreement, the Companion Paying Agent shall be deemed simultaneously to resign or be removed.

                    (d)          This Section shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards rights accrued prior to such resignation or removal.

                    Section 3.27.     Companion Register.

                    The Companion Paying Agent shall maintain a register (the “Companion Register”) on which it will record the names and addresses of, and wire transfer instructions for, the Companion Holders (other than the holders of the Companion Loans relating to the Non-Serviced Mortgage Loans) from time to time, to the extent such information is provided in writing to it by the Companion Holder.  Each initial Companion Holder, along with its name, address, wiring instructions and tax identification number, is listed on Exhibit L hereto.  The Companion Holders shall inform the Companion Paying Agent and the Master Servicer of the name, address, wiring instructions and taxpayer identification number of any subsequent

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Companion Holders upon any transfer of a Companion Loan.  Upon the sale of a Companion Loan or portion thereof, the transferring Companion Holder shall inform the Companion Paying Agent and the Master Servicer in writing that such transfer has taken place and provide the Companion Paying Agent and the Master Servicer with the name, address, wiring instructions and tax identification number of the transferee.  In the event the Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment in the related Companion Loan and shall have no obligation to recover and redirect such payment.

                    The Companion Paying Agent shall promptly provide the name and address of the Companion Holders to any party hereto or any successor Companion Holders upon written request and any such Person may, without further investigation, conclusively rely upon such information.  The Companion Paying Agent shall have no liability to any Person for the provision of any such names and addresses.

                    Section 3.28.     Future Debt Secured by Interests in Related Borrowers.

                    In the event the Mortgage Loan documents permit ownership interests in the related borrower to be pledged as security for mezzanine debt in the future, in addition to any consents required hereunder, the Master Servicer shall require, to the extent not inconsistent with the Mortgage Loan documents, the execution in favor of the Trust Fund of a subordination and standstill agreement or an intercreditor agreement, as applicable, in form and substance that would be satisfactory to a commercially reasonable and prudent mortgage lender.

                    Section 3.29.     Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.

                    (a)          Each of the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use reasonable efforts to cause any Sub-Servicer appointed by such party with respect to the Serviced Pari Passu Companion Loans to, upon request or notice from such Mortgage Loan Seller, cooperate with any Mortgage Loan Seller that is selling any of the Serviced Pari Passu Companion Loans into a securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent necessary in order to comply with Regulation AB, provide to the Mortgage Loan Seller information about itself that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and shall cooperate with such Mortgage Loan Seller to provide such other information as may be necessary to comply with the requirements of Regulation AB.  Each of the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer understands that such information provided by the Trustee (where such information pertains to Xxxxx Fargo Bank, N.A. individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Co-Trustee (where such information pertains to U.S. Bank National Association individually and not to any specific aspect of the Co-Trustee’s duties or obligations under this Agreement), the Master Servicer (where such information pertains to Wachovia Bank, National Association individually and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information pertains to CWCapital Asset Management LLC individually and not to

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any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such Mortgage Loan Seller as required by this clause (a) may be included in the offering material related to a Regulation AB Companion Loan Securitization and agrees to indemnify and hold the related depositor and underwriter(s) of the Regulation AB Loan Securitization harmless for any costs, liabilities, fees and expenses incurred by the Mortgage Loan Seller as a result of any material misstatements or omissions or any alleged material misstatements or alleged omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon any such information provided by such person.  Any such indemnification shall be in substantially the same form as provided by such party in this transaction.  Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect to the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 3.29(a).  Each of the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall provide an opinion of counsel in substantially the same form as provided in this transaction which provides that any information provided by such party pursuant to this Section 3.29(a) with respect to such Regulation AB Companion Loan Securitization complies with Items 1117 and 1119 (with respect to Item 1119, only as it relates to any Sub-Servicer, subcontractor or agent retained by it) and paragraphs (b), (c)(3), (c)(4) (but only with regard to second sentence thereof) and (c)(5) of Item 1108 of Regulation AB and that the offering material related to such Regulation AB Companion Loan Securitization contains all information required of such party to meet the requirements of Items 1117 and 1119 (with respect to Item 1119, only as it relates to any Sub-Servicer, subcontractor or agent retained by it) and paragraphs (b), (c)(3), (c)(4) (but only with regard to second sentence thereof) and (c)(5) of Item 1108 of Regulation AB to the extent that any such party would be required pursuant to Regulation AB to provide such information.

                    (b)          Each of the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use reasonable efforts to cause any Sub-Servicer, if any, appointed with respect to any of the Serviced Pari Passu Companion Loans to, upon request or notice from such parties (which request or notice shall be given each time a filing is required), cooperate with the trustee, master servicer or special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notice with respect to the related trust fund) and shall provide to such trustee or master servicer within the time period set forth in the pooling and servicing agreement for such Regulation AB Companion Loan Securitization such information relating to any of the Serviced Pari Passu Companion Loans as may be necessary for the servicer and trustee of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB (provided such time period is not earlier than the time period set forth in this Agreement); provided, however that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer (and the Master Servicer shall consult with any Sub-Servicer appointed with respect to any of the Serviced Pari Passu Companion Loans), and the Trustee, the Co-Trustee, the Master

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Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization.  Notwithstanding the foregoing, to the extent the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer complies in all material respects with the timing, reporting and attestation requirements in Section 8.18 of this Agreement with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 3.29(b) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 3.29(b).

                    (c)          Each of the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use reasonable efforts to cause any Sub-Servicer, if any, appointed with respect to any of the Serviced Pari Passu Companion Loans to, upon request from the trustee under the Regulation AB Companion Loan Securitization (which request or notice shall be given each time a filing is required), provide the trustee under a Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notice with respect to the related trust fund) information with respect to any event that is required to be disclosed under Form 8-K with respect to any of the Serviced Pari Passu Companion Loans within two Business Days after the occurrence of such event of which it has knowledge.  Notwithstanding the foregoing, to the extent the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer complies in all material respects with the timing, reporting and attestation requirements in Section 8.18 of this Agreement with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 3.29(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 3.29(c).

                    (d)          On or before March 5 (with a 7 Business Day notice and cure period as provided in Section 7.01(a)(iv) herein) of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notice with respect to the related trust fund was filed), each of the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use reasonable efforts to cause any Sub-Servicer appointed with respect to any of the Serviced Pari Passu Companion Loans to, upon request from the trustee under the Regulation AB Companion Loan Securitization (which request or notice shall be given each time a filing is required), provide, with respect to itself, to the trustee under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB.  Notwithstanding the foregoing, to the extent the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer complies in all material respects with the timing, reporting and attestation requirements in Section 8.18 of this Agreement with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 3.29(d) with respect to such Regulation

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AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 3.29(d).

                    (e)          On or before March 5 (with a 7 Business Day notice and cure period as provided in Section 7.01(a)(iv) herein) of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notice with respect to the related trust fund was filed), each of the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer shall use reasonable efforts to cause the Primary Servicer, if applicable, and any Sub-Servicer appointed with respect to any of the Serviced Pari Passu Companion Loans to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee, upon request from such trustee (which request or notice shall be given each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB.  Notwithstanding the foregoing, to the extent the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer complies in all material respects with the timing, reporting and attestation requirements in Section 8.18 of this Agreement with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 3.29(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 3.29(e).

                    (f)          Each of the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall use reasonable efforts to cause a Sub-Servicer to agree, (severally but not jointly) to indemnify (such indemnity limited to each such parties respective failure described below) and hold the related depositor or underwriter(s) under a Regulation AB Companion Loan Securitization harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, trustee or master servicer as a result of any failure by the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer, as applicable, to comply with the reporting requirements to the extent applicable set forth under Sections 3.29(b), (c), (d) and (e) above.  Any such indemnification by a Sub-Servicer shall be in substantially the same form as provided by the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer, as applicable, in this transaction.

                    Each Sub-Servicing Agreement related to any of the Serviced Pari Passu Companion Loans shall use commercially reasonable efforts to contain a provision requiring the related Sub-Servicer to provide to the Master Servicer or Special Servicer, as applicable, information, reports and certificates with respect to itself comparable to any information, reports or certificates required to be provided by the Master Servicer or Special Servicer pursuant to this Section 3.29, even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB.  Such information, reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable information, reports or certificates pursuant to this Section 3.29.

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                    Section 3.30.     Litigation Control.

                    The Special Servicer shall with respect to Specially Serviced Mortgage Loans and at the direction of the Controlling Class Representative any other Mortgage Loan, (1) direct, manage, prosecute and/or defend  any action brought by a Mortgagor against the Trust Fund and/or the Special Servicer and (2) represent the interests of the Trust Fund in any litigation  relating to the rights and obligations of the Mortgagor or the Trust Fund, or the enforcement of the obligations of a Mortgagor, under the related Mortgage Loan documents (“Trust-Related Litigation”).

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

                    Notwithstanding the right of the Special Servicer to represent the interests of the Trust Fund in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.31 below, the Master Servicer shall retain the  right  to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to this Section 3.31.

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

                    Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any claims brought against the Trust Fund, including claims asserted against the Master Servicer (whether or not the Trust Fund or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust Fund or the Special Servicer is named in any such claims or Trust-Related Litigation); provided in either case that (A) such settlement  or  other direction does not require any admission, or is not likely to result in a finding of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by

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the Trust Fund, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).

                    In the event both the Master Servicer and the Special Servicer or Trust Fund are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.31.

                    Notwithstanding anything to the contrary herein, if the Master Servicer controls certain Trust-Related Litigation on behalf of the Trust Fund with respect to Performing Serviced Mortgage Loans in accordance with this Section 3.31, the Special Servicer shall retain the right to make determinations relating to claims against the Special Servicer, including but not limited to the right to engage separate counsel in the Special Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03.  Nothing in this Section 3.31 shall be intended to limit the rights of the Controlling Class Representative under any other section of this Agreement.

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

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                    Section 3.31.     Swap Contract.

                    (a)          On or before the Closing Date, the Trustee, not in its individual capacity but solely in its capacity as Trustee, on behalf of the Trust, shall enter into the Swap Contract and related agreements with the Swap Counterparty.  The Paying Agent shall perform the duties and obligations of the Trustee under the Swap Contract.

                    (b)          Not later than 11:00 a.m. New York City time, on the Business Day prior to each Distribution Date, based on the CMSA Loan Periodic Update File for the related Collection Period provided by the Master Servicer pursuant to Section 4.01(b), information obtained by the Paying Agent from the Swap Counterparty pursuant to the Swap Contract, and subject to the priorities set forth in Sections 4.01(a), 4.01(b) and 4.01(m) hereof, the Paying Agent shall (i) calculate the Fixed Swap Payment, if any, and the Floating Swap Payment, if any, in accordance with the terms of the Swap Contract and this Agreement, and (ii) notify the Swap Counterparty of any Floating Swap Payment or Net Swap Payment.  In the event the Trustee (or the Paying Agent on behalf of the Trust) fails to receive any Floating Swap Payment payable by the Swap Counterparty on the Business Day prior to the related Distribution Date, the Trustee (or Paying Agent) shall provide the Swap Counterparty with notice of such non-payment no later than 5:00 p.m. New York City time on such date.  On the related Distribution Date following such notice of non-payment, if the Trustee fails to receive the Floating Swap Payment by 11:00 a.m. New York City time on such Distribution Date, a Swap Default and a Class A-4FL Distribution Conversion shall occur on such Distribution Date.

                    (c)          On each Distribution Date, the Paying Agent shall remit the Net Swap Payment, if any, to the Swap Counterparty from the Floating Rate Account; provided, that upon and during the continuation of a Class A-4FL Distribution Conversion, the Paying Agent shall not make such payments to the Swap Counterparty.  Promptly upon receipt of any payment or other receipt in respect of the Swap Contract, the Paying Agent shall deposit the same into the Floating Rate Account. 

                    (d)          The Trustee (or the Paying Agent on the behalf of the Trustee) shall at all times enforce the Trust’s rights under the Swap Contract.  In the event of a Swap Default, the Trustee (or the Paying Agent on its behalf) shall promptly provide written notice to the Holders of the Class A-4FL Certificates and shall be required to take such actions (following the expiration of any applicable grace period specified in the Swap Contract), unless otherwise directed in writing by the holders of 25% by Certificate Balance of the Class A-4FL Certificates, to enforce the rights of the Trust under the Swap Contract as may be permitted by the terms thereof, including termination thereof, and use Swap Termination Fees, if any, received from the Swap Counterparty to enter into a replacement interest rate swap contract on substantially identical terms or on such other terms reasonably acceptable to the Trustee (or the Paying Agent on its behalf), with a replacement swap counterparty that would not cause a Rating Agency Trigger Event, subject, in each case, to written confirmation by the Rating Agencies that such action will not result in a qualification, downgrade or withdrawal of the then current ratings of the Certificates.  If the costs attributable to entering into a replacement interest rate swap contract would exceed the amount of any Swap Termination Fees, a replacement interest rate swap contract shall not be entered into and any such proceeds will instead be distributed to the holders of the Class A-4FL Certificates on the immediately succeeding Distribution Date.

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Notwithstanding anything to the contrary in this Agreement or the Swap Contract, the Trustee shall be under no obligation to take any action to enforce the rights of the Trust Fund under the Swap Contract unless it is assured, in its sole discretion, that the costs and expenses of such action(s) will be reimbursed or indemnified by the Holders of the Class A-4FL Certificates or any other party (other than the Trust Fund).

                    Any Class A-4FL Distribution Conversion shall become permanent following the determination by the Trustee (or the Paying Agent acting on its behalf) not to enter into a replacement interest rate swap contract and distribution of any Swap Termination Fees to the Holders of the Class A-4FL Certificates.  Any such Swap Default (or termination of the Swap Contract) and the resulting Class A-4FL Distribution Conversion shall not, in and of itself, constitute an Event of Default under this Agreement.

                    Upon any change (or notification to the Paying Agent that such change is imminent) in the payment terms on the Class A-4FL Certificates, including as a result of a Class A-4FL Distribution Conversion, termination of a Class A-4FL Distribution Conversion, a Swap Default or the cure of a Swap Default, the Paying Agent shall promptly notify the Depositor of the change in payment terms.

                    (e)          In the event that the Swap Contract is terminated and no replacement Swap Contract is entered into, the Paying Agent shall provide notice of such termination to the Class A-4FL Certificateholders, which notice shall include: “The Swap Contract with respect to the Class A-4FL Certificates is terminated as of [date].  Certificateholders and beneficial owners that are Plans are advised that the Exemptions will no longer apply to the Class A-4FL Certificates, effective 60 days after the receipt of this notice.  All capitalized terms used in this notice shall have the meaning assigned to them in the Pooling and Servicing Agreement.”

                    (f)          The Paying Agent’s obligation to pay to the Swap Counterparty any funds under the Swap Contract shall be limited to the provisions of Section 3.05(h) and in accordance with the priorities set forth herein; the Trustee will have no obligation on behalf of the Trust Fund to pay or cause to be paid to the Swap Counterparty any portion of the amounts due to the Swap Counterparty under the Swap Contract for any Distribution Date unless and until the related interest payment on the Class A-4FL Regular Interest for such Distribution Date is actually received by the Trustee. 

                    (g)          Any costs and expenses related to the Swap Contract will not be payable from the Floating Rate Account of the Trust and will not constitute Additional Trust Fund Expenses.  No party hereunder shall advance any Floating Swap Payments.  Simultaneous with the delivery to the Certificateholders, the Trustee shall (1) make available to the Swap Counterparty the Distribution Date Statement (as defined in the Swap Contract) and (2) make available or deliver to the Swap Counterparty copies of any other reports or notices delivered to the Class A-4FL Certificateholders as and to the extent required by the Swap Contract.

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ARTICLE IV.

DISTRIBUTIONS TO CERTIFICATEHOLDERS

                    Section 4.01.     Distributions.

                    (a)          On each Distribution Date the Paying Agent shall (except as otherwise provided in Section 9.01), based on information provided by the Master Servicer and the Special Servicer, apply amounts on deposit in the Distribution Account, after payment of amounts payable from the Distribution Account in accordance with Section 3.05(b)(ii) through (vii), deemed distributions from the Four Seasons Resort and Club - Dallas, TX Loan REMIC to REMIC I pursuant to Section 4.01(k) and deemed distributions from REMIC I to REMIC II pursuant to Section 4.01(h), for the following purposes and in the following order of priority, in each case to the extent of the remaining portion of the Available Distribution Amount:

          (i)          concurrently, (i) from the Loan Group 1 Available Distribution Amount, to distributions of interest to the Holders of the Class A-1, Class A-2, Class A-3, Class A-PB and Class A-4 Certificates and the Class A-4FL Regular Interest, up to an amount equal to, and pro rata as among such Classes in accordance with, all Distributable Certificate Interest in respect of such Class of Certificates and Regular Interest for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any, (ii) from the Loan Group 2 Available Distribution Amount, to distributions of interest to the Holders of the Class A-1A Certificates, up to an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any, and (iii) from the Loan Group 1 Available Distribution Amount and/or the Loan Group 2 Available Distribution Amount, to distributions of interest to the Holders of the Class IO 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; provided, however, that if the Loan Group 1 Available Distribution Amount and/or the Loan Group 2 Available Distribution Amount is insufficient to pay in full the total amount of Distributable Certificate Interest, as provided above, payable in respect of any Class of Senior Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest on such Distribution Date, then the entire Available Distribution Amount shall be applied to make distributions of interest to the Holders of the respective Classes of the Senior Certificates and the Class A-4FL Regular Interest, up to an amount equal to, and pro rata as among such Classes in accordance with, all Distributable Certificate Interest in respect of each such Class of Certificates and Regular Interest for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, if any;

          (ii)         to distributions of principal to the Holders of the Class A-PB Certificates, in an amount equal to the Loan Group 1 Principal Distribution Amount for such Distribution Date and, after the Class A-1A Certificates have been retired, the Loan Group 2 Principal Distribution Amount remaining after payments to the Class A-1A Certificates have been made on such Distribution Date, until the Certificate Balance of the Class A-PB Certificates is reduced to the Class A-PB Planned Principal Balance;

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          (iii)        after the Class Principal Balance of the Class A-PB Certificates has been reduced to the Class A-PB Planned Principal Balance, to distributions of principal to the Holders of the Class A-1 Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-1 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Loan Group 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the entire Loan Group 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (x) below on such Distribution Date, less any portion thereof distributed in respect of the Class A-PB Certificates on such Distribution Date;

          (iv)        after the Class Principal Balance of the Class A-PB Certificates has been reduced to the Class A-PB Planned Principal Balance and after the Class Principal Balance of the Class A-1 Certificates has been reduced to zero, to distributions of principal to the Holders of the Class A-2 Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-2 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Loan Group 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the entire Loan Group 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (x) below on such Distribution Date (in each case, net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-PB Certificates and the Class A-1 Certificates pursuant to clauses (ii) and (iii) above);

          (v)         after the Class Principal Balance of the Class A-PB Certificates has been reduced to the Class A-PB Planned Principal Balance and after the Class Principal Balance of each of the Class A-1 and Class A-2 Certificates has been reduced to zero, to distributions of principal to the Holders of the Class A-3 Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-3 Certificates outstanding immediately prior to such Distribution Date) equal to the entire Loan Group 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the entire Loan Group 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (x) below on such Distribution Date (in each case, net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-PB, Class A-1 and Class A-2 Certificates pursuant to clauses (ii), (iii), (iii) and (iv) above);

          (vi)        after the Class Principal Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero and the Class Principal Balance of the Class A-PB Certificates has been reduced to the Planned Principal Balance, to distributions of principal to the Holders of the Class A-PB Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-PB Certificates outstanding immediately prior to such Distribution Date) equal to the entire Loan Group 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the entire Loan Group 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (x) below on such Distribution Date (in each case, net of any portion thereof distributed

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on such Distribution Date to the Holders of the Class A-PB, Class A-1, Class A-2 and Class A-3 Certificates pursuant to clauses (ii), (iii), (iv) and (v) above);

          (vii)       after the Class Principal Balance of the Class A-PB Certificates has been reduced to the Class A-PB Planned Principal Balance and after the Class Principal Balances of each of the Class A-1, Class A-2, and Class A-3 Certificates have been reduced to zero, pro rata, to distributions of principal to the Holders of the Class A-4 Certificates and the Class A-4FL Regular Interest, in an amount (not to exceed the Class Principal Balance of the Class A-4 Certificates or the Class A-4FL Regular Interest, respectively, outstanding immediately prior to such Distribution Date) equal to the entire Loan Group 1 Principal Distribution Amount and, after the Class Principal Balance of the Class A-1A Certificates has been reduced to zero, the entire Loan Group 2 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clause (x) below on such Distribution Date (in each case, net of any portion thereof distributed on such Distribution Date to the Holders of the Class A-PB, Class A-1, Class A -2  and Class A-3 Certificates pursuant to clauses (ii), (iii), (iv) and (v) above);

          (viii)      to distributions of principal to the Holders of the Class A-1A Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-1A Certificates outstanding immediately prior to such Distribution Date) equal to the entire Loan Group 2 Principal Distribution Amount and, after the Class Principal Balances of the Class A-PB, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and the Class A-4FL Regular Interest have been reduced to zero, the entire Loan Group 1 Principal Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clauses (ii), (iii), (iv), (v), (vi), (vi), (vii) and (viii) above;

          (ix)        to distributions to the Holders of the Class A-PB Certificates, the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-1A Certificates and the Class A-4FL Regular Interest, pro rata as among such Classes of Certificates, in accordance with, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to each such Class of Certificates or Regular Interest and not previously reimbursed;

          (x)         to distributions of interest to the Holders of the Class A-M Certificates, in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates pursuant to any prior clause of this Section 4.01(a));

          (xi)        after the Class Principal Balances of the Class A Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest have been reduced to zero, to distributions of principal to the Holders of the Class A-M Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-M Certificates outstanding immediately prior to such Distribution Date) equal to the Principal

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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 and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xii)       to distributions to the Holders of the Class A–M Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Expenses, if any, previously allocated to the Class A-M Certificates and not previously reimbursed;

          (xiii)      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;

          (xiv)      after the Class Principal Balances of the Class A Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest and the Class A-M Certificates have been reduced to zero, to distributions of principal to the Holders of the Class A-J Certificates, in an amount (not to exceed the Class Principal Balance of the Class A-J Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xv)       to distributions to the Holders of the Class A-J Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class A-J Certificates and not previously reimbursed;

          (xvi)      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;

          (xvii)     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 and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xviii)    to distributions to the Holders of the Class B Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class B Certificates and not previously reimbursed;

          (xix)      to distributions of interest to the Holders of the Class C Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of

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Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xx)       after the Class Principal Balance of the Class B Certificates has been reduced to zero, to distributions of principal to the Holders of the Class C Certificates, in an amount (not to exceed the Class Principal Balance of the Class C Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xxi)      to distributions to the Holders of the Class C Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class C Certificates and not previously reimbursed;

          (xxii)     to distributions of interest to the Holders of the Class D Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class D Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xxiii)    after the Class Principal Balance of the Class C Certificates has been reduced to zero, to distributions of principal to the Holders of the Class D Certificates, in an amount (not to exceed the Class Principal Balance of the Class D Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xxiv)    to distributions to the Holders of the Class D Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class D Certificates and not previously reimbursed;

          (xxv)     to distributions of interest to the Holders of the Class E Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class E Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xxvi)    after the Class Principal Balance of the Class D Certificates has been reduced to zero, to distributions of principal to the Holders of the Class E Certificates, in an amount (not to exceed the Class Principal Balance of the Class E Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

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          (xxvii)   to distributions to the Holders of the Class E Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class E Certificates and not previously reimbursed;

          (xxviii)  to distributions of interest to the Holders of the Class F Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class F Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xxix)    after the Class Principal Balance of the Class E Certificates has been reduced to zero, to distributions of principal to the Holders of the Class F Certificates, in an amount (not to exceed the Class Principal Balance of the Class F Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xxx)     to distributions to the Holders of the Class F Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class F Certificates and not previously reimbursed;

          (xxxi)    to distributions of interest to the Holders of the Class G Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class G Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxii)   after the Class Principal Balance of the Class F Certificates has been reduced to zero, to distributions of principal to the Holders of the Class G Certificates, in an amount (not to exceed the Class Principal Balance of the Class G Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xxxiii)  to distributions to the Holders of the Class G Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class G Certificates and not previously reimbursed;

          (xxxiv)  to distributions of interest to the Holders of Class H Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class H Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxv)   after the Class Principal Balance of the Class G Certificates has been reduced to zero, to distributions of principal to the Holders of the Class H Certificates, in

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an amount (not to exceed the Class Principal Balance of the Class H Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xxxvi)  to distributions to the Holders of the Class H Certificates in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class H Certificates and not previously reimbursed;

          (xxxvii) to distributions of interest to the Holders of the Class J Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class J Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxviii) after the Class Principal Balance of the Class H Certificates has been reduced to zero, to distributions of principal to the Holders of the Class J Certificates, in an amount (not to exceed the Class Principal Balance of the Class J Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xxxix)  to distributions to the Holders of the Class J Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class J Certificates and not previously reimbursed;

          (xl)        to distributions of interest to the Holders of the Class K Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class K Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xli)       after the Class Principal Balance of the Class J Certificates has been reduced to zero, to distributions of principal to the Holders of the Class K Certificates, in an amount (not to exceed the Class Principal Balance of the Class K Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xlii)      to distributions to the Holders of the Class K Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class K Certificates and not previously reimbursed;

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          (xliii)     to distributions of interest to the Holders of the Class L Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class L Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xliv)     after the Class Principal Balance of the Class K Certificates has been reduced to zero, to distributions of principal to the Holders of the Class L Certificates, in an amount (not to exceed the Class Principal Balance of the Class L Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xlv)      to distributions to the Holders of the Class L Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class L Certificates and not previously reimbursed;

          (xlvi)     to distributions of interest to the Holders of the Class M Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class M Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (xlvii)    after the Class Principal Balance of the Class L Certificates has been reduced to zero, to distributions of principal to the Holders of the Class M Certificates, in an amount (not to exceed the Class Principal Balance of the Class M Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (xlviii)   to distributions to the Holders of the Class M Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class M Certificates and not previously reimbursed;

          (xlix)     to distributions of interest to the Holders of the Class N Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class N Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (l)          after the Class Principal Balance of the Class M Certificates has been reduced to zero, to distributions of principal to the Holders of the Class N Certificates, in an amount (not to exceed the Class Principal Balance of the Class N Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on

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such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (li)         to distributions to the Holders of the Class N Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class N Certificates and not previously reimbursed;

          (lii)        to distributions of interest to the Holders of the Class O Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class O Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (liii)       after the Class Principal Balance of the Class N Certificates has been reduced to zero, to distributions of principal to the Holders of the Class O Certificates, in an amount (not to exceed the Class Principal Balance of the Class O Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (liv)       to distributions to the Holders of the Class O Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class O Certificates and not previously reimbursed;

          (lv)        to distributions of interest to the Holders of the Class P Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class P Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

          (lvi)       after the Class Principal Balance of the Class O Certificates has been reduced to zero, to distributions of principal to the Holders of the Class P Certificates, in an amount (not to exceed the Class Principal Balance of the Class P Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (lvii)      to distributions to the Holders of the Class P Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class P Certificates and not previously reimbursed;

          (lviii)     to distributions of interest to the Holders of the Class Q Certificates, in an amount equal to all Distributable Certificate Interest in respect of the Class Q Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

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          (lix)       after the Class Principal Balance of the Class P Certificates has been reduced to zero, to distributions of principal to the Holders of the Class Q Certificates, in an amount (not to exceed the Class Principal Balance of the Class Q Certificates outstanding immediately prior to such Distribution Date) equal to the entire Principal Distribution Amount for such Distribution Date (net of any portion thereof distributed on such Distribution Date to the Holders of any other Class of Certificates and/or Regular Interest pursuant to any prior clause of this Section 4.01(a));

          (lx)        to distributions to the Holders of the Class Q Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Class Q Certificates and not previously reimbursed; and

          (lxi)       to make distributions to the Holders of the Class R-II Certificates, in an amount equal to the excess, if any, of (A) the aggregate distributions deemed made in respect of the REMIC I Regular Interests (other than REMIC I Regular Interests LFS) on such Distribution Date pursuant to Section 4.01(h), over (B) the aggregate distributions made in respect of the Regular Certificates (other than the Class FS Certificates) on such Distribution Date pursuant to clauses (i) through (lxiv) above;

provided that on each Distribution Date after the aggregate of Class Principal Balances of each Class of Subordinated Certificates have been reduced to zero, but any two or more of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-PB Certificates, the Class A-4 Certificates and the Class A-1A Certificates and the Class A-4FL Regular Interest remain outstanding, the payments of principal to be made as contemplated by clauses (iii) through (x) above with respect to the Class A Certificates and Regular Interest will be made to the Holders of the respective Classes of such Class A Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest up to an amount equal to, and pro rata as among such Classes in accordance with, the respective then outstanding Class Principal Balances of such Classes of Certificates and the Class A-4FL Regular Interest and without regard to the Principal Distribution Amount for such Distribution Date and without regard to Loan Group.  Distributions in reimbursement of Realized Losses and Additional Trust Fund Expenses previously allocated to a Class of Certificates and Regular Interest shall not constitute distributions of principal and shall not result in reduction of the related Class Principal Balance.

                    All distributions of interest made in respect of the Class 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 Strip Rate of such Component multiplied by its Component Notional Amount, together with any amounts thereof remaining unpaid from previous Distribution Dates.

                    (b)          On each Distribution Date, the Paying Agent shall withdraw from the Distribution Account any amounts that represent Prepayment Premiums and/or Yield Maintenance Charges actually collected on the Mortgage Loans (excluding, with respect to the Four Seasons Resort and Club - Dallas, TX Loan, the Four Seasons Resort and Club - Dallas, TX

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Non-Pooled Component) and any REO Loans during the related Collection Period and shall be deemed to distribute such Prepayment Premiums and/or Yield Maintenance Charges from REMIC I to REMIC II in respect of REMIC I Regular Interest LA-1 (whether or not such Class has received all distributions of interest and principal to which it is entitled), and then shall distribute each such Prepayment Premium and/or Yield Maintenance Charge, as additional yield, as follows:

         (i)          First, to the Holders of the respective Classes of Regular Certificates (other than any Excluded Class thereof and the Class FS Certificates) and the Class A-4FL Regular Interest entitled to distributions of principal pursuant to Section 4.01(a) on such Distribution Date, up to an amount equal to, and pro rata based on, the Additional Yield Amounts for each such Class of Certificates and Regular Interest for such Distribution Date; and

         (ii)         Second, to the Holders of the Class IO Certificates, to the extent of any remaining portion of such Yield Maintenance Charges and/or Prepayment Premiums.

                    Any distribution of Additional Yield Amounts in respect of the Class A-4FL Regular Interest shall be paid to the Holders of the Class A-4FL Certificates or to the related Swap Counterparty as specified in Section 4.01(j).

                    On each Distribution Date, the Paying Agent shall withdraw from the Additional Interest Account any amounts that represent (A) Additional Interest actually collected during the related Collection Period on the ARD Loans and any related REO Loans and shall distribute such amounts among the Holders of the Class Z Certificates pro rata in accordance with the respective Percentage Interests of such Class and (B) interest and investment income, if any, earned in respect of amounts held in the Additional Interest Account as provided in Section 3.06, but only to the extent of the Net Investment Earnings with respect to such account for the related Distribution Date, and shall distribute such amount to the Trustee as additional compensation.

                    (c)          (1)          On each Distribution Date the Paying Agent shall (except as otherwise provided in Section 9.01), based on information provided by the Master Servicer and the Special Servicer and allocations set forth in Section 4.01(i), apply amounts on deposit in the Distribution Account, after payment of amounts payable from the Distribution Account in accordance with Section 3.05(b)(ii) through (vii), for the following purposes and in the following order of priority, in each case to the extent of the Class FS Available Distribution Amount:

         (i)          to distributions of interest to the Holders of the Class FS Certificates in an amount equal to 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;

         (ii)         to distributions of principal to the Holders of the Class FS Certificates in an amount (not to exceed the Class Principal Balance of the Class FS Certificates outstanding immediately prior to such Distribution Date) equal to the entire Class FS Principal Distribution Amount for such Distribution Date;

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         (iii)          to distributions to the Holders of the Class FS Certificates in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Class FS Certificates and not previously reimbursed; and

         (iv)          to distributions to the Holders of the Class R-I Certificates in an amount equal to the excess, if any of (A) the distribution deemed made in respect of REMIC I Regular Interest LFS on such Distribution Date pursuant to Section 4.01 over (B) the distribution to be made on such Distribution Date as described in clauses (i) through (iii) above and in the next succeeding sentence.

                    In addition, all Yield Maintenance Charges collected on the Four Seasons Resort and Club - Dallas, TX Loan (to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component in accordance with Section 4.01(i)) will be distributed to the Class FS Certificates on the Distribution Date when the related principal prepayment is distributed.

                    (d)          All distributions made with respect to each Class on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests.  Except as otherwise provided below, all such distributions with respect to each Class on each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  The final distribution on each Certificate (determined, in the case of a Sequential Pay Certificate, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate, but taking into account possible future distributions of Additional Interest) will be made in a like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.  Prior to any termination of the Trust Fund pursuant to Section 9.01, any distribution that is to be made with respect to a Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated thereto, which reimbursement is to occur after the date on which such Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Certificateholder that surrendered such Certificate as such address last appeared in the Certificate Register or to any other address of which the Paying Agent was subsequently notified in writing.  If such check is returned to the Paying Agent, the Paying Agent, directly or through an agent, shall take such reasonable steps to contact the related Holder and deliver such check as it shall deem appropriate.  Any funds in respect of a check returned to the Paying Agent shall be set aside by the Paying Agent and held uninvested in trust and credited to the account of the appropriate Holder.  The costs and expenses of locating the appropriate Holder and holding such funds shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder.  If the Paying Agent has not, after having taken

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such reasonable steps, located the related Holder by the second anniversary of the initial sending of a check, the Paying Agent shall, subject to applicable law, distribute the unclaimed funds to the Holders of the Class R-II Certificates.

                    (e)          Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.  Each Depository Participant shall be responsible for disbursing such distribution to the related Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent.  Each brokerage firm shall be responsible for disbursing funds to the related Certificate Owners that it represents.  None of the Trustee, the Paying Agent, the Certificate Registrar, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.  The Trustee and the Depositor shall perform their respective obligations under a Letter of Representations among the Depositor, the Trustee and the Initial Depository dated as of the Closing Date.

                    (f)          The rights of the Certificateholders to receive distributions from the proceeds of the Trust Fund in respect of the Certificates, and all rights and interests of the Certificateholders in and to such distributions, shall be as set forth in this Agreement.  Neither the Holders of any Class of Certificates nor any party hereto shall in any way be responsible or liable to the Holders of any other Class of Certificates in respect of amounts properly previously distributed on the Certificates.

                    (g)          Except as otherwise provided in Section 9.01, whenever the Paying Agent receives written notification of or expects that the final distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Paying Agent shall, no later than five (5) days after the related Determination Date, mail to each Holder of record on such date of such Class of Certificates a notice to the effect that:

          (i)          the Paying Agent expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Certificate Registrar or at such other location therein specified, and

          (ii)         no interest shall accrue on such Certificates from and after such Distribution Date.

                    Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this Section 4.01(f) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their

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Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph.  If all of the Certificates shall not have been surrendered for cancellation by the second anniversary of the delivery of the second notice, the Paying Agent shall, subject to applicable law, distribute to the Holders of the Class R-II Certificates all unclaimed funds and other assets which remain subject thereto.

                    (h)          Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code.  The Certificate Registrar shall promptly provide the Paying Agent with any IRS Forms W-9, W-8BEN, W-8IMY (and all appropriate attachments) or W-8ECI upon its receipt thereof.  The consent of Certificateholders shall not be required for such withholding.  If the Paying Agent does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholders.  Such amounts shall be deemed to have been distributed to such Certificateholders for all purposes of this Agreement.

                    (i)          On each Distribution Date, the Paying Agent shall allocate amounts received or collected with respect to the Four Seasons Resort and Club - Dallas, TX Loan or any related REO Property related to the Four Seasons Resort and Club - Dallas, TX Loan as follows:

          (A)      For so long as no monetary event of default has occurred and is continuing with respect to the Four Seasons Resort and Club - Dallas, TX Loan:

          A.          to the Four Seasons Resort and Club - Dallas, TX Pooled Component, as part of the Available Distribution Amount for such Distribution Date, up to an amount equal to all Distributable the Four Seasons Resort and Club - Dallas, TX Component Interest for such Distribution Date, and to the extent not previously paid, for all prior Distribution Dates;

          B.          to the Four Seasons Resort and Club - Dallas, TX Pooled Component, as part of the Available Distribution Amount for such Distribution Date, up to the product of (x) the Four Seasons Resort and Club - Dallas, TX Principal Distribution Amount for such Distribution Date, and (y) the Four Seasons Resort and Club - Dallas, TX Pooled Percentage for such Distribution Date until the Component Principal Balance thereof is reduced to zero;

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          C.          to the Four Seasons Resort and Club - Dallas, TX Pooled Component, as part of the Available Distribution Amount for such Distribution Date, as reimbursement for any Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Four Seasons Resort and Club - Dallas, TX Pooled Component and for which no reimbursement has previously been received;

          D.          to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, as part of the Class FS Available Distribution Amount, up to an amount equal to all Distributable the Four Seasons Resort and Club - Dallas, TX Component Interest for such Distribution Date, and to the extent not previously paid, for all prior Distribution Dates;

          E.          to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, as part of the Class FS Available Distribution Amount, up to the product of (x) the Four Seasons Resort and Club - Dallas, TX Principal Distribution Amount for such Distribution Date, and (y) the Four Seasons Resort and Club - Dallas, TX Non-Pooled Percentage for such Distribution Date, until the Component Principal Balance thereof is reduced to zero;

          F.          to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, as part of the Class FS Available Distribution Amount, as reimbursement for any Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and for which no reimbursement has previously been received;

          G.          to the Four Seasons Resort and Club - Dallas, TX Pooled Component for distribution among the Classes of Regular Certificates and the Class IO Certificates as set forth in Section 4.01(b) hereof an amount equal to the product of (x) Yield Maintenance Charges received in respect of the Four Seasons Resort and Club - Dallas, TX Loan, and (y) the Four Seasons Resort and Club - Dallas, TX Pooled Percentage for such Distribution Date;

          H.          to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component for distribution to the Class FS Certificates as set forth in Section 4.01(c) hereof an amount equal to the product of (x) Yield Maintenance Charges received in respect of the Four Seasons Resort and Club - Dallas, TX Loan, and (y) the Four Seasons Resort and Club - Dallas, TX Non-Pooled Percentage for such Distribution Date; and

          I.          to the Trust Fund, in an amount equal to any Penalty Interest received in respect of the Four Seasons Resort and Club - Dallas, TX Loan.

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                    The amounts to be applied pursuant to clauses (A), (B) and (C) above will be included as part of the Available Distribution Amount for the subject Distribution Date and will be applied as described above to make distributions on the Certificates (other than the Class FS Certificates and Class Z Certificates).

          (B)      If a monetary event of default has occurred and is continuing with respect to the Four Seasons Resort and Club - Dallas, TX Loan or upon any REO Property related to the Four Seasons Resort and Club - Dallas, TX Loan becoming property of the Trust Fund:

          A.          to the Four Seasons Resort and Club - Dallas, TX Pooled Component, as part of the Available Distribution Amount for such Distribution Date, up to all Distributable the Four Seasons Resort and Club - Dallas, TX Component Interest for such Distribution Date, and to the extent not previously paid, for all prior Distribution Dates;

          B.          to the Four Seasons Resort and Club - Dallas, TX Pooled Component, as part of the Available Distribution Amount for such Distribution Date, any payments received in respect of the Four Seasons Resort and Club - Dallas, TX Loan until the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Pooled Component is reduced to zero;

          C.          to the Four Seasons Resort and Club - Dallas, TX Pooled Component, as part of the Available Distribution Amount for such Distribution Date, as reimbursement for any Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Four Seasons Resort and Club - Dallas, TX Pooled Component and for which no reimbursement has previously been received;

          D.          to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, as part of the Class FS Available Distribution Amount in an amount equal to all Distributable the Four Seasons Resort and Club - Dallas, TX Component Interest for such Distribution Date, and to the extent not previously paid, for all prior Distribution Dates;

          E.          to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, as part of the Class FS Available Distribution Amount, any principal payments received in respect of the Four Seasons Resort and Club - Dallas, TX Loan until the Component Principal Balance of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component is reduced to zero;

          F.          to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, as part of the Class FS Available Distribution Amount, as reimbursement for any Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to the Four Seasons Resort

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and Club - Dallas, TX Non-Pooled Component and for which no reimbursement has previously been received;

          G.          to the Four Seasons Resort and Club - Dallas, TX Pooled Component for distribution among the Classes of Regular Certificates entitled thereto as set forth in Section 4.01(b) hereof an amount equal to the product of (x) Yield Maintenance Charges received in respect of the Four Seasons Resort and Club - Dallas, TX Loan, and (y) the Four Seasons Resort and Club - Dallas, TX Pooled Percentage for such Distribution Date;

          H.          to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component for distribution to the Class FS Certificates as set forth in Section 4.01(c) hereof an amount equal to the product of (x) Yield Maintenance Charges received in respect of the Four Seasons Resort and Club - Dallas, TX Loan, and (y) the Four Seasons Resort and Club - Dallas, TX Non-Pooled Percentage for such Distribution Date; and

          I.          to the Master Servicer or Special Servicer, as applicable, as additional servicing compensation (to the extent not used to offset interest on Advances pursuant to Section 3.11 above), in an amount equal to any Penalty Interest received in respect of the Four Seasons Resort and Club - Dallas, TX Loan.

                    The amounts to be applied pursuant to clauses (A), (B) and (C) above will be included as part of the Available Distribution Amount for the subject Distribution Date and will be applied as described above to make distributions on the Certificates (other than the Class FS Certificates and the Class Z Certificates).

                    Amounts advanced in respect of the Four Seasons Resort and Club - Dallas, TX Loan shall be allocated to the Four Seasons Resort and Club - Dallas, TX Pooled Component and the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component pursuant to Section 4.03 hereof and not pursuant to the foregoing Section 4.01(i). 

All distributions made in respect of any Class of Sequential Pay Certificates (other than the Class A-4FL Certificates), the Class A-4FL Regular Interest and the Class FS Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 9.01 shall be deemed to have first been distributed, with respect to the Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest from REMIC I to REMIC II in respect of its Corresponding REMIC I Regular Interest or Interests set forth in the Preliminary Statement hereto and, with respect to the Class FS Certificates, from the Four Seasons Resort and Club - Dallas, TX Loan REMIC to REMIC I in respect of the Class FS-NP Uncertificated Interest, with respect to Four Seasons Resort and Club - Dallas, TX Loan REMIC Pooled Regular Interest, from the Four Seasons Resort and Club - Dallas, TX Loan REMIC to REMIC I, and from REMIC I to REMIC II in respect of the Corresponding REMIC I Regular Interest(s) set forth in the Preliminary Statement hereto; provided that interest shall be deemed to have been distributed pro rata among two or more Corresponding REMIC  I Regular Interests that correspond to a

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Class of Sequential Pay Certificates and all distributions made in respect of the Class IO Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 9.01, and allocable to any particular Component of such Class of Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest in accordance with the last paragraph of Section 4.01(a), shall be deemed to have been first distributed from REMIC I to REMIC II in respect of such Component’s Corresponding REMIC I Regular Interest.

                    (j)          Reimbursements of Realized Losses and Additional Trust Fund Expenses to the classes of Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest shall be allocated to the corresponding REMIC I Regular Interests in the same manner as distributions of principal specified above.  Reimbursements of Realized Losses and Additional Trust Fund Expenses to the Class FS Certificates shall be allocated in the Four Seasons Resort and Club - Dallas, TX Loan REMIC to the Class FS-NP Uncertificated Interest and in REMIC I to the Corresponding REMIC I Regular Interest set forth in the Preliminary Statement hereto.  All distributions of principal and reimbursements of Realized Losses and Additional Trust Fund Expenses made in respect of any Class of Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest on each Distribution Date pursuant to Section 4.01(a) shall be deemed to have first been distributed from REMIC I to REMIC II in respect of its Corresponding REMIC I Regular Interest set forth in the Preliminary Statement hereto; provided, however, that distributions of reimbursements of Realized Losses and Additional Trust Fund Expenses shall be made in sequential order of the priority set forth in Section 4.01(h) for principal distributions, up to the amount of Realized Losses and Additional Trust Fund Expenses previously allocated to a particular Component of such Class of Certificates or REMIC I Regular Interest.  Any amounts remaining in REMIC I on any Distribution Date after the foregoing distributions shall be distributed to the Holders of the Class R-I Certificates.

                    (k)          (i) On each Distribution Date, to the extent of the Class A-4FL Available Funds for such Distribution Date, the Paying Agent shall make distributions from the Floating Rate 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:

               (A)          First, to the Holders of the Class A-4FL Certificates, in respect of interest, up to an amount equal to the Class A-4FL Interest Distribution Account for such Distribution Date;

               (B)          Second, to the Holders of the Class A-4FL Certificates, in reduction of the Certificate Balances thereof, an amount equal to the Class A-4FL  Principal Distribution Amount, until the outstanding Certificate Balance thereof has been reduced to zero;

               (C)          Third, to the Holders of the Class A-4FL Certificates, until all Realized Losses and Additional Trust Fund Expenses previously allocated to the Class A-4FL  Certificates (as a result of the allocation of Realized Losses and Additional Trust Fund Expenses to the Class A-4FL  Regular Interest) but not previously reimbursed, have been reimbursed in full; and

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               (D)          Fourth, to pay termination payments, if any, to the A-4FL Swap Counterparty; and

               (E)          Fifth, any remaining amount to the Holders of the Class A-4FL  Certificates.

          (ii)          So long as a Class A-4FL Distribution Conversion is not in effect, any Additional Yield Amounts paid on the Class A-4FL Regular Interest shall be payable to the Swap Counterparty pursuant to the terms of the Swap Contract on the net basis as part of the Net Swap Payment specified in Section 3.31.  On each Distribution Date for which a Class A-4FL  Distribution Conversion is in effect, any Additional Yield Amount paid on a Class A-4FL  Regular Interest shall be distributed to the Holders of the Class A-4FL  Certificates.

          (iii)          Any termination payments due to the Swap Counterparty under the Swap Contract shall be payable solely from (1) amounts, if any, remaining in the Floating Rate Account after all other amounts have been paid to the Class A-4FL Regular Interest (including all principal amounts outstanding) and to the Class A-4FL Certificates pursuant to Section 4.01(l)(i)(A)-(C) and (2) to the extent of any payment made by a replacement swap counterparty to the Trust Fund in consideration for entering into such replacement swap contract, if any (less any costs and expenses incurred by the Trust Fund in connection with entering into such replacement swap contract).

                    (l)          On each Distribution Date, or with respect to a Companion Loan (other than the Non-Serviced Companion Loans) then included in a securitization, on each P&I Advance Date, the Companion Paying Agent (based upon a statement of the Master Servicer to be delivered to the Companion Paying Agent that specifies the amount required to be deposited in the Companion Distribution Account and any amounts payable to the Master Servicer from the Companion Distribution Account pursuant to this Section 4.01(m)) shall make withdrawals and payments from the Companion Distribution Account for the related Companion Loans in the following order of priority:

          (i)         to pay the Trustee, or the Co-Trustee, as applicable, or any of its directors, officers, employees or agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Loan Pair;

          (ii)         to pay for the cost of the Opinions of Counsel sought by the Trustee as contemplated by Sections 9.02(a) and 10.01(h), to the extent any such costs relate to a Loan Pair;

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

          (iv)         on each Distribution Date, to pay all amounts remaining in the Companion Distribution Account to the Companion Holder; and

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

                    All distributions from a Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the Companion Holder by wire transfer in immediately available funds to the account of such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information relating thereto is not provided at least five (5) Business Days prior to the related Record Date, by check sent by first-class mail to the address of such Companion Holder or its agent appearing on the Companion Register).  Any such account shall be located at a commercial bank in the United States of America. For the avoidance of doubt, in no event shall the Companion Paying Agent withdraw from funds on deposit in the Companion Distribution Account any amounts allocable to the Non-Serviced Pari Passu Companion Loans (other than Penalty Interest and late payment charges) to be applied to, or to provide reimbursement for, any costs, expenses, indemnities, losses or liabilities relating or allocable to any Mortgage Loan or Companion Loan other than the Non-Serviced Pari Passu Companion Loans or the Non-Serviced Mortgage Loans.

                    To the extent amounts are payable to or in respect of the Trust Fund pursuant to this Section 4.01(l)(i) or (ii), the Companion Distribution Account shall be considered an “outside reserve fund” within the meaning of the REMIC Provisions, beneficially owned by the Companion Holder for federal income tax purposes, who shall be taxable on all reinvestment income thereon, and who shall be deemed to have received any amounts reimbursed from the Trust Fund to the Companion Distribution Account.

                    (m)          On each Distribution Date, the Paying Agent shall withdraw amounts from the Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the Holders of the Class FS Certificates as described in the last sentence of this paragraph and the Holders of each Class of Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest (in order of priority) up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously deemed allocated to such Classes and unreimbursed after application of the Available Distribution Amount and the Class FS Available Distribution Amount, for such Distribution Date.  Amounts paid from the Gain-on-Sale Reserve Account pursuant to the preceding sentence shall first be deemed to have been distributed to the Corresponding REMIC I Regular Interest(s) in reimbursement of Realized Losses and Additional Trust Fund Expenses previously allocated thereto (or in the case of the Class LFS Uncertificated Interest, first deemed paid to the Class FS-NP Uncertificated Interest, or in the case of amounts relating to the Four Seasons Resort and Club - Dallas, TX Pooled Component, first deemed paid to Four Seasons Resort and Club - Dallas, TX Loan REMIC Pooled Regular Interest and then, in either case deemed paid to the Corresponding REMIC I Regular Interest) as provided in Section 4.01(j).  Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Principal Balances of the Classes of Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest receiving such distributions.  Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Realized Losses and Additional Trust Fund Expenses and upon termination of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Class R-I Certificateholders.  Notwithstanding the foregoing, on each

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Distribution Date, the Paying Agent shall withdraw amounts from the Gain-on-Sale Reserve Account related to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, from the Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the Holders of the Class FS Certificates up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously deemed allocated to them and unreimbursed after application of the Class FS Available Distribution Amount for such Distribution Date.

                    (n)          Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code taking into account any applicable exemptions from, or reductions in, withholding upon receipt of appropriate Internal Revenue Service forms and documentation.  The consent of Certificateholders shall not be required for such withholding.  In the event the Paying Agent does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholders.  Such amounts shall be deemed to have been distributed to such Certificateholders for all purposes of this Agreement.

                    Section 4.02.     Statements to Certificateholders; CMSA Loan Periodic Update File.

                    (a)          On each Distribution Date, the Trustee shall make available on the Trustee’s Internet Website or, upon written request, forward by mail (or by electronic transmission acceptable to the recipient) to each Certificateholder, each initial Certificate Owner and (upon written request made to the Trustee) each subsequent Certificate Owner (as identified to the reasonable satisfaction of the Trustee), the Depositor, the Master Servicer, the Special Servicer, the Companion Holders, the Underwriters, the Swap Counterparty and each Rating Agency, a statement (a “Distribution Date Statement”), as to the distributions made on such Distribution Date, based on information provided to it by the Master Servicer and the Special Servicer, setting forth:

          (i)          the Record Date, the Determination Date, the Distribution Date and dates of the Interest Accrual Period for each Class of Certificates;

          (ii)         the amount of the distribution on such Distribution Date to the Holders of each Class of Regular Certificates and the Class A-4FL Certificates in reduction of the Class Principal Balance thereof;

          (iii)        the amount of the distribution on such Distribution Date to the Holders of each Class of Regular Certificates and the Class A-4FL Certificates allocable to Distributable Certificate Interest or the Class A-4FL Interest Distribution Amount, as applicable, and, with respect to the Class A-4FL Certificates notification that the amount of interest distribution thereon is equal to the interest distribution amount with respect to the Class A-4FL Regular Interest which is being paid as a result of a Class A-4FL Distribution Conversion and the applicable Interest Distribution Amount;

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          (iv)        the amount of the distribution on such Distribution Date to the Holders of each Class of Regular Certificates and the Class A-4FL Certificates allocable to Prepayment Premiums and/or Yield Maintenance Charges;

          (v)         the amount of the distribution on such Distribution Date to the Holders of each Class of Regular Certificates and the Class A-4FL Certificates in reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses;

          (vi)        the Available Distribution Amount, the Class FS Available Distribution Amount and the Class A-4FL Available Funds for such Distribution Date and the sources for such amount;

          (vii)       (a) the aggregate amount of P&I Advances made in respect of such Distribution Date with respect to the Mortgage Pool and each Loan Group pursuant to Section 4.03(a), including, without limitation, any amounts applied pursuant to Section 4.03(a)(ii), and the aggregate amount of xxxxxxxxxxxx X&X Advances with respect to the Mortgage Pool and each Loan Group that had been outstanding at the close of business on the related Determination Date and the aggregate amount of interest accrued and payable to the Master Servicer or the Co-Trustee in respect of such xxxxxxxxxxxx X&X Advances in accordance with Section 4.03(d) as of the close of business on the related Determination Date, and (b) the aggregate amount of Servicing Advances with respect to the Mortgage Pool and each Loan Group as of the close of business on the related Determination Date and (c) to the extent available, the foregoing information listed in this clause (vi) with respect to P&I Advances by the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 or the 2006-C27 Master Servicer, as applicable, on the Non-Serviced Mortgage Loans;

          (viii)      the aggregate unpaid principal balance of the Mortgage Pool and each Loan Group outstanding as of the close of business on the related Determination Date;

          (ix)        the aggregate Stated Principal Balance of the Mortgage Pool and each Loan Group outstanding immediately before and immediately after such Distribution Date;

          (x)          the number, aggregate unpaid principal balance, weighted average remaining term to maturity or Anticipated Repayment Date, each Mortgage Rate and weighted average Mortgage Rate of the Mortgage Loans in the Mortgage Pool and each Loan Group as of the close of business on the related Determination Date presented in distributional groups and/or incremental ranges acceptable to the Depositor in its reasonable discretion;

          (xi)        the number of Mortgage Loans and the aggregated Stated Principal Balance (immediately after such Distribution Date) (and with respect to each delinquent Mortgage Loan, a brief description of the reason for delinquency, if known by the Master Servicer or Special Servicer, as applicable, and provided to the Trustee or the Co-Trustee) of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent more than 89 days, (D) as to which foreclosure proceedings have been

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commenced, (E) with respect to each Specially Serviced Mortgage Loan, the Mortgaged Property type and a brief description of the reason for delinquency and the Mortgage Loan’s status, if known by the Master Servicer or Special Servicer, as applicable, and provided to the Trustee, (F) to the actual knowledge of the Master Servicer or Special Servicer in bankruptcy proceedings and (G) any material changes to the information specified in Item 1100(b)(5) of Regulation AB, as amended;

          (xii)       as to each Mortgage Loan referred to in the preceding clause (x) above, (A) the loan number thereof, (B) the Stated Principal Balance thereof immediately following such Distribution Date, and (C) a brief description of any loan modification, extension or waiver (identifying the relevant loan number);

          (xiii)      with respect to any Mortgage Loan as to which a Liquidation Event occurred during the related Collection Period (other than a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss in connection with such Liquidation Event;

          (xiv)      with respect to any REO Property included in the Trust Fund as to which a Final Recovery Determination was made during the related Collection Period, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Final Recovery Determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss in respect of the related REO Property, in connection with such Final Recovery Determination;

          (xv)       the Accrued Certificate Interest and Distributable Certificate Interest in respect of each Class of Regular Certificates and the Class A-4FL Certificates for such Distribution Date;

          (xvi)      any unpaid Distributable Certificate Interest in respect of each Class of Regular Certificates and the Class A-4FL Certificates after giving effect to the distributions made on such Distribution Date;

          (xvii)     the Pass-Through Rate for each Class of Regular Certificates and the Class A-4FL Certificates for such Distribution Date;

          (xviii)    the Principal Distribution Amount;

          (xix)      the Principal Distribution Amount, the Loan Group 1 Principal Distribution Amount and the Loan Group 2 Principal Distribution Amount and the Class FS Principal Distribution Amount for such Distribution Date, separately identifying the respective components thereof (and, in the case of any Principal Prepayment or other unscheduled collection of principal received during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment or other collection of principal);

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          (xx)       the aggregate of all Realized Losses incurred during the related Collection Period and all Additional Trust Fund Expenses incurred during the related Collection Period;

          (xxi)      the aggregate of all Realized Losses and Additional Trust Fund Expenses that were allocated to each Class of Certificates on such Distribution Date;

          (xxii)     the Class Principal Balance of each Class of Regular Certificates (other than the Class IO Certificates) and the Notional Amounts of the Class IO Certificates immediately before and immediately after such Distribution Date, separately identifying any reduction therein due to the allocation of Realized Losses and Additional Trust Fund Expenses on such Distribution Date;

          (xxiii)    the Certificate Factor for each Class of Regular Certificates and the Class A-4FL Certificates immediately following such Distribution Date;

          (xxiv)    the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Co-Trustee (and, if applicable, the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 and/or the 2006 C-27 Master Servicer), with respect to the Mortgage Pool and each Loan Group during the related Collection Period in accordance with Section 4.03(d);

          (xxv)     the aggregate amount of interest on Servicing Advances paid to the Master Servicer, the Co-Trustee and the Special Servicer (and, if applicable, the X.X. Xxxxxx 2006-LDP8 Master Servicer Xx. 0, xxx X.X. Xxxxxx 0000-XXX0 Special Servicer, the 2006-C27 Master Servicer and the 2006-C27 Special Servicer, as the case may be), during the related Collection Period in accordance with Section 3.03(d) with respect to the Mortgage Pool and each Loan Group;

          (xxvi)    the aggregate amount of (i) Servicing Fees paid to the Master Servicer (including each fee separately), (ii) the Servicing Fees paid to the Special Servicer, (iii) Trustee Fees paid to the Trustee and (iv) Co-Trustee Fees paid to the Co-Trustee during the related Collection Period;

          (xxvii)   the loan number for each Required Appraisal Mortgage Loan and any related Appraisal Reduction Amount as of the related Determination Date;

          (xxviii)  the loan number for each Mortgage Loan which has experienced a breach of the representations and warranties, including identification of the applicable representation and warranty, given with respect to a Mortgage Loan by the applicable Mortgage Loan Seller, as provided by the Master Servicer or the Depositor;

          (xxix)    the original and thereafter, the current credit support levels for each Class of Regular Certificates and the Class A-4FL Certificates;

          (xxx)     the original and thereafter, the current ratings for each Class of Regular Certificates and the Class A-4FL Certificates;

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          (xxxi)    the aggregate amount of Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Pool and each Loan Group collected during the related Collection Period;

          (xxxii)   the amounts, if any, actually distributed with respect to the Class Z Certificates, the Class FS Certificates, Class R-I Certificates or Class R-II Certificates on such Distribution Date;

          (xxxiii)  the value of any REO Property included in the Trust Fund as of the end of the related Collection Period, based on the most recent Appraisal or valuation;

          (xxxiv)  identification of any Mortgage Loan which has been substituted as a result of a breach of a representation and warranty;

          (xxxv)    LIBOR as calculated for the related Distribution Date and the next succeeding Distribution Date;

          (xxxvi)   the amounts received and paid in respect of the related Swap Contract;

          (xxxvii)  identification of any Rating Agency Trigger Event or Swap Default as of the close of business on the last day of the immediately preceding calendar month with respect to the Swap Contract;

          (xxxviii)  the amount of any (A) payment by the related Swap Counterparty as a termination payment, (B) payment in connection with the acquisition of a replacement interest rate swap contract and (C) collateral posted in connection with any Rating Agency Trigger Event; and

          (xxxix)    the amount of, and identification of, any interest due thereon (including without limitation, any termination payment received in connection with the Swap Contract).

                    In the case of information to be furnished pursuant to clauses (i) through (iv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Single Certificate.  In the case of information provided to the Trustee as a basis for information to be furnished pursuant to clauses (x) through (xiii), and (xxv) and (xxxiii) above, insofar as the underlying information is solely within the control of the Special Servicer, the Trustee and the Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer.

                    The Trustee may rely on and shall not be responsible absent manifest error for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).

                    The Trustee shall, and the Master Servicer may, but is not required to, make available on or prior to the Distribution Date in each month to the general public (i) the Distribution Date Statement via their respective Internet Websites, (ii) as a convenience for

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interested parties, the Prospectus Supplement, the Prospectus and this Agreement on the Trustee’s and/or the Master Servicer’s respective Internet Websites and (iii) any other items at the request of the Depositor via the Trustee’s and/or the Master Servicer’s respective Internet Websites.  In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA Collateral Summary File to the general public on its Internet Website.  The Trustee shall make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, (ii) the CMSA Property File and the CMSA Financial File and (iii) the CMSA Reconciliation of Funds Report to any Privileged Person and to any other Person upon the direction of the Depositor.

                    Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness of any information supplied to it by a borrower or third party (including, without limitation, the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1, the X.X. Xxxxxx 2006-LDP8 Special Servicer, the X.X. Xxxxxx 2006-LDP8 Trustee, the 2006-C27 Master Servicer, the 2006-C27 Special Servicer and the 2006-C27 Trustee, as the case may be) that is included in any reports, statements, materials or information prepared or provided by the Master Servicer or the Special Servicer, as applicable.  The Trustee shall not be responsible absent manifest error for the accuracy or completeness of any information supplied to it for delivery pursuant to this Section 4.02(a).  Neither the Trustee, the Master Servicer nor the Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Mortgagor or third party (including, without limitation, the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1, the X.X. Xxxxxx 2006-LDP8 Special Servicer, the X.X. Xxxxxx 2006-LDP8 Trustee, the 2006-C27 Master Servicer, the 2006-C27 Special Servicer and the 2006-C27 Trustee, as the case may be).

                    Within a reasonable period of time after the end of each calendar year, the Trustee shall, upon request, send to each Person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) the items provided to Certificateholders pursuant to clauses (i), (ii), (iii) and (iv) of the description of “Distribution Date Statement” above and such other information as may be required to enable such Certificateholders to prepare their federal income tax returns.  Such information shall include the amount of original issue discount accrued on each Class of Certificates and information regarding the expenses of the Trust Fund.  Such requirement shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code from time to time in force.

                    If any Certificate Owner does not receive through the Depository or any of its Depository Participants any of the statements, reports and/or other written information described above in this Section 4.02(a) that it would otherwise be entitled to receive if it were the Holder of a Definitive Certificate evidencing its ownership interest in the related Class of Book Entry Certificates, then the Trustee shall mail or cause the mailing of or, provide electronically or cause the provision electronically of, such statements, reports and/or other written information to such Certificate Owner upon the request of such Certificate Owner made in writing to the Corporate Trust Office (accompanied by current verification of such Certificate Owner’s ownership interest).  Such portion of such information as may be agreed upon by the Depositor and the Trustee shall be furnished to any such Person via overnight courier delivery or telecopy

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from the Trustee; provided that the cost of such overnight courier delivery or telecopy shall be an expense of the party requesting such information.

                    The Trustee shall only be obligated to deliver the statements, reports and information contemplated by this Section 4.02(a) to the extent it receives the necessary underlying information from the Special Servicer or Master Servicer, as applicable, and shall not be liable for any failure to deliver any thereof on the prescribed due dates, to the extent caused by failure to receive timely such underlying information.  Nothing herein shall obligate the Trustee or the Master Servicer to violate any applicable law prohibiting disclosure of information with respect to any Mortgagor and the failure of the Trustee, Master Servicer or the Special Servicer to disseminate information for such reason shall not be a breach hereof.

                    (b)          Not later than 2:00 p.m. New York City time on the second Business Day preceding each Distribution Date the Master Servicer shall furnish to the Trustee, the Depositor, the Special Servicer and the Underwriters, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), with a hard copy (other than in the case of the Trustee) of such transmitted information to follow promptly, an accurate and complete CMSA Loan Periodic Update File providing the required information for the Mortgage Loans as of such Determination Date.  The Depositor shall provide the information necessary for the CMSA Loan Setup File on the Closing Date.  Not later than 2:00 p.m. New York City time on the second Business Day preceding each Distribution Date, the Master Servicer shall deliver to the Trustee notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period.

                    In the performance of its obligations set forth in Section 4.05, and its other duties hereunder, the Trustee (including in its capacity as Paying Agent) may conclusively rely on reports provided to it by the Master Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer.  In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 4.02(b), insofar as such information is solely within the control of the Special Servicer, the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1, the X.X. Xxxxxx 2006-LDP8 Special Servicer, the X.X. Xxxxxx 2006-LDP8 Trustee, the 2006-C27 Master Servicer, the 2006-C27 Special Servicer and the 2006-C27 Trustee, as the case may be, the Master Servicer shall have no obligation to provide such information until it has received such information from such party, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the such party’s failure to timely provide any report required under this Agreement and may, absent manifest error, conclusively rely on the reports to be provided by the such party.

                    Section 4.03.     P&I Advances.

                    (a)          On or before 1:30 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall (i) apply amounts in the Certificate Account received after the end of the related Collection Period or otherwise held for future distribution to Certificateholders in subsequent months in discharge of its obligation to make P&I Advances or (ii) subject to Section 4.03(c) below, remit from its own funds to the Paying Agent for deposit into the Distribution Account (with respect to the Four Seasons Resort and Club - Dallas, TX Loan, to

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the extent of both principal and interest allocable to the Four Seasons Resort and Club - Dallas, TX Pooled Component and, with respect to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, the amount of P&I Advances of interest only, and not principal, allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component), an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the related Distribution Date.  The Master Servicer may also make P&I Advances in the form of any combination of clauses (i) and (ii) above aggregating the total amount of P&I Advances to be made.  Any amounts held in the Certificate Account for future distribution and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Certificate Account on or before the next succeeding Determination Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent principal and interest in respect of which such P&I Advances were made).  If, as of 3:00 p.m., New York City time, on any P&I Advance Date, the Master Servicer shall not have made any P&I Advance required to be made on such date pursuant to this Section 4.03(a) (and shall not have delivered to the Co-Trustee the requisite Officer’s Certificate and documentation related to a determination of nonrecoverability of a P&I Advance), then the Co-Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy (000) 000-0000 (or such alternative number provided by the Master Servicer to the Co-Trustee in writing) and by telephone at (000) 000-0000 or (000) 000-0000 (or such alternative number provided by the Master Servicer to the Co-Trustee in writing) as soon as possible, but in any event before 4:00 p.m., New York City time, on such P&I Advance Date.  If the Trustee does not receive the full amount of such P&I Advances by 10:00 a.m., New York City time, on the related Distribution Date, then, the Trustee shall notify the Co-Trustee and subject to Section 4.03(c), (i) the Co-Trustee shall, no later than 11:00 a.m., New York City time, on such related Distribution Date make the portion of such P&I Advances that was required to be, but was not, made by the Master Servicer on such P&I Advance Date, and (ii) the provisions of Sections 7.01 and 7.02 shall apply.

                    (b)          The aggregate amount of P&I Advances to be made by the Master Servicer or the Co-Trustee in respect of any Distribution Date shall, subject to Section 4.03(c) and Section 4.03(e) below, equal the aggregate of all Periodic Payments (except that in the case of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, only the interest portion of the Periodic Payment due on the Four Seasons Resort and Club - Dallas, TX Loan allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) (other than Balloon Payments) and any Assumed Scheduled Payments, net of related Servicing Fees (and, in the case of The Gas Company Tower Loan, the RLJ Hotel Pool Loan and the 000-000 Xxxxxxx Xxxxxx Loan, servicing fees due to the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 or the 2006-C27 Master Servicer, as the case may be, to the extent not so otherwise paid pursuant to the related Intercreditor Agreement) due or deemed due, as the case may be, in respect of the Mortgage Loans (including, without limitation, Balloon Mortgage Loans delinquent as to their respective Balloon Payments) and any REO Loans on their respective Due Dates during (or deemed to be during) the related Collection Period (i) in each case (other than with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans), to the extent such amount was not paid by or on behalf of the related Mortgagor or otherwise collected (including as net income from REO Properties) as of the close of business on the last day of related Collection Period or (ii) in each case with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, to

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the extent such amount was required to be advanced by the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement or by the 2006-C27 Master Servicer pursuant to the 2006-C27 Pooling and Servicing Agreement, as the case may be, and the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 or the 2006-C27 Master Servicer, as the case may be, failed to make such advance, the Master Servicer shall be required to make such P&I Advance only to the extent that the Master Servicer has received all information necessary to determine whether such P&I Advance is a Nonrecoverable Advance; provided that, (x) if the Periodic Payment on any Mortgage Loan has been reduced in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20, or if the final maturity on any Mortgage Loan shall be extended in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20, and the Periodic Payment due and owing during the extension period is less than the related Assumed Scheduled Payment, then the Master Servicer or the Co-Trustee shall, as to such Mortgage Loan only, advance only the amount of the Periodic Payment (or in the case of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, only the interest portion of the Periodic Payment due on the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) due and owing after taking into account such reduction (net of related Servicing Fees) in the event of subsequent delinquencies thereon; and (y) if it is determined that an Appraisal Reduction Amount exists with respect to any Required Appraisal Mortgage Loan, then, with respect to the Distribution Date immediately following the date of such determination and with respect to each subsequent Distribution Date for so long as such Appraisal Reduction Amount exists with respect to such Required Appraisal Mortgage Loan, the Master Servicer or the Co-Trustee will be required in the event of subsequent delinquencies to advance in respect of such Mortgage Loan only an amount equal to the sum of (A) the amount of the interest portion of the P&I Advance that would otherwise be required without regard to this clause (y), minus the product of (1) such Appraisal Reduction Amount and (2) the per annum Pass-Through Rate (i.e., for any month, one-twelfth of the Pass-Through Rate) applicable to the Class of Certificates to which such Appraisal Reduction Amount is allocated pursuant to Section 4.04(d) and (B) the amount of the principal portion of the P&I Advance that would otherwise be required without regard to this clause (y) (or, in the case of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, an amount equal to clause (A) only).

                    (c)          Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance.  The determination by the Master Servicer or the Special Servicer that the Master Servicer has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer’s Certificate delivered to the Trustee, the Co-Trustee and the Depositor on or before the related P&I Advance Date, setting forth the basis for such determination, together with any other information, including Appraisals (the cost of which may be paid out of the Certificate Account pursuant to Section 3.05(a)) (or, if no such Appraisal has been performed pursuant to this Section 4.03(c), a copy of an Appraisal of the related Mortgaged Property performed within the twelve months preceding such determination), related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Properties, engineers’ reports, environmental surveys and any similar reports that the Master Servicer may have obtained consistent with the

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Servicing Standard and at the expense of the Trust Fund, that support such determination by the Master Servicer or the Special Servicer.  As soon as reasonably practical after making such determination, the Special Servicer shall report to the Master Servicer the Special Servicer’s determination as to whether each P&I Advance made with respect to any previous Distribution Date or required to be made with respect to such Distribution Date with respect to any Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable P&I Advance.  The Master Servicer shall be entitled to conclusively rely on such determination by the Special Servicer.  The Co-Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or the Special Servicer that a P&I Advance, if made, would be a Nonrecoverable Advance (and with respect to a P&I Advance, the Co-Trustee shall rely on the Master Servicer’s determination that the P&I Advance would be a Nonrecoverable Advance if the Co-Trustee determines that it does not have sufficient time to make such determination); provided, however, that, if the Master Servicer has failed to make a P&I Advance for reasons other than a determination by the Master Servicer or the Special Servicer that such P&I Advance would be Nonrecoverable Advance, the Co-Trustee shall make such Advance within the time periods required by Section 4.03(a) unless the Co-Trustee, in accordance with the standard of care set forth in Section 8.01(a), makes a determination prior to the times specified in Section 4.03(a) that such P&I Advance would be a Nonrecoverable Advance.  The Co-Trustee, in determining whether or not a P&I Advance previously made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable Advance shall be subject to the standards set forth in Section 8.01(a) hereunder, including utilizing its good faith business judgment to make such determination.

                    (d)          In connection with the recovery by the Master Servicer or the Co-Trustee of any P&I Advance out of the Certificate Account pursuant to Section 3.05(a), subject to the next sentence, the Master Servicer shall be entitled to pay itself or the Co-Trustee, as the case may be, out of any amounts then on deposit in the Certificate Account, interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of such P&I Advance (to the extent made with its own funds) from the date made (provided, however, no such interest shall accrue during any grace period under a Mortgage Loan) to but not including the date of reimbursement, such interest to be payable, subject to the terms of the related Intercreditor Agreement with respect to the related Loan Pair, first out of late payment charges and Penalty Interest received on the related Mortgage Loan or REO Property during the Collection Period in which such reimbursement is made and then from general collections on the Mortgage Loans (other than the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component unless the Advance is related to such Mortgage Loan) then on deposit in the Certificate Account.  The Master Servicer shall reimburse itself or the Co-Trustee, as applicable, for any outstanding P&I Advance made thereby as soon as practicable after funds available for such purpose have been received by the Master Servicer, and in no event shall interest accrue in accordance with this Section 4.03(d) on any P&I Advance as to which the corresponding payment of principal and interest or Late Collection was received by the Master Servicer on or prior to the related P&I Advance Date.

                    (e)          In no event shall the Co-Trustee make a P&I Advance with respect to any Companion Loan.

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                    (f)          None of the Master Servicer, the Paying Agent, the Co-Trustee or the Trustee shall advance any amount due to be paid by the Swap Counterparty for distribution to the Class A-4FL Certificates.

                    (g)          Notwithstanding the foregoing, subject to Section 4.03(b) and Section 4.03(c), the Master Servicer shall make P&I Advances in respect of any Serviced Pari Passu Companion Loan only during such time such Serviced Pari Passu Companion Loan is included in a securitization or a collateralized debt obligation in which interests therein are issued or created pursuant to the terms of the related Intercreditor Agreement.  With respect to any P&I Advance made on any Serviced Pari Passu Companion Loan, the Master Servicer shall be entitled to recovery of such amounts from the holder thereof.  For the avoidance of doubt, the Trust Fund shall not be liable for any recoveries of P&I Advances made by the Master Servicer on such Serviced Pari Passu Companion Loan.  Notwithstanding anything to the contrary contained herein, the Co-Trustee shall have no obligation hereunder to, and shall not make P&I Advances in respect of, any Serviced Pari Passu Companion Loan.

                    (h)          Amounts in respect of the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component are not available for distributions on the Sequential Pay Certificates, nor are they available for the reimbursement of advances on the Sequential Pay Certificates or the Class FS Certificates if such Nonrecoverable Advance was unrelated to the Four Seasons Resort and Club - Dallas, TX Loan.  If an Advance on the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component becomes a Nonrecoverable Advance (including, among other considerations set forth herein, the Master Servicer, the Co-Trustee or the Trustee, as applicable, is unable to recover such amounts from amounts otherwise available for distribution on the Class FS Certificates) the Master Servicer, the Co-Trustee or the Trustee, as applicable, may recover such Nonrecoverable Advance (including interest thereon) from the assets of the Trust Fund available for distribution on the Certificates pursuant to the terms hereof.

                    Section 4.04.     Allocation of Realized Losses and Additional Trust Fund Expenses; Allocation of Certificate Deferred Interest; Allocation of Appraisal Reduction Amounts.

                    (a)          On each Distribution Date, following all distributions to be made on such date pursuant to Section 4.01, the Paying Agent shall allocate to the respective Classes of Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest the aggregate of all Realized Losses and Additional Trust Fund Expenses that were incurred at any time following the Cut-Off Date through the end of the related Collection Period and in any event that were not previously allocated pursuant to this Section 4.04(a) on any prior Distribution Date, but only to the extent that (i) the aggregate Certificate Principal Balance of the Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest as of such Distribution Date (after taking into account all of the distributions made on such Distribution Date pursuant to Section 4.01), exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Nonrecoverable Advances, to the extent a Final Recovery Determination has not been made with respect thereto, and Workout-Delayed Reimbursement Amounts

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pursuant to Sections 3.05(a)(vii) and (viii) hereof):  first, to the Class Q Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; second, to the Class P Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; third, to the Class O Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; fourth, to the Class N Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; fifth, to the Class M Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; sixth, to the Class L Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; seventh, to the Class K Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; eighth, to the Class J Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; ninth, to the Class H Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; tenth, to the Class G Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; eleventh, to the Class F Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; twelfth, to the Class E Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; thirteenth to the Class D Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; fourteenth to the Class C Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; fifteenth, to the Class B Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; sixteenth to the Class A-J Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; seventeenth to the Class A-M Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; and eighteenth, pro rata (based on remaining Class Principal Balances) to the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-PB Certificates, the Class A-4 Certificates and the Class A-1A Certificates and the Class A-4FL Regular Interest (and, therefore, to the Class A-4FL Certificates), until the Class Principal Balances thereof are reduced to zero.  Any allocation of Realized Losses and Additional Trust Fund Expenses to a Class of Regular Certificates and the Class A-4FL Regular Interest shall be made by reducing the Class Principal Balances thereof by the amount so allocated.  All Realized Losses and Additional Trust Fund Expenses, if any, allocated to the Class A-4FL Regular Interest shall result in a corresponding reduction of the Certificate Balance of the Class A-4FL Certificates.  All Realized Losses and Additional Trust Fund Expenses, if any, allocated to a Class of Regular Certificates (or, with respect to the Class A-4FL Certificates, an amount corresponding to any Realized Losses and Additional Trust Fund Expenses allocated to the Class A-4FL Regular Interest) a Class of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided, however, that all Realized Losses and Additional Trust Fund Expenses, if any, relating to The Four Seasons Resort and Club - Dallas, TX Loan will be allocated first, to the Class FS Certificates until the Certificate Balance thereof is reduced to zero, and thereafter will be allocated to the respective Classes of Sequential Pay Certificates (in each case, to the extent and in reduction of their respective Certificate Balances) in the order above.  All Realized Losses and Additional Trust Fund Expenses, if any, that have not been allocated to the Regular Certificates and the Class A-4FL Regular Interest as of the Distribution Date on which the aggregate Certificate Principal Balance of such Regular Certificates and the Class Principal Balance of the Class A-4FL Regular Interest have been reduced to zero, shall be deemed allocated to the Residual Certificates.

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                    (b)          On each Distribution Date, following the deemed distributions of principal or reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses made in respect of the REMIC I Regular Interests pursuant to Section 4.01(j), the REMIC I Principal Balance (or aggregate REMIC I Principal Balance with respect to the REMIC I Regular Interests corresponding to each of the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class E, Class F, Class G, Class H, Class J and Class K Certificates) of the Corresponding REMIC I Regular Interests (after taking account of such deemed distributions) shall be reduced as a result of Realized Losses and Additional Trust Fund Expenses to equal the Class Principal Balance of the Corresponding Certificates that will be outstanding immediately following such Distribution Date.

                    (c)          On any Distribution Date, the amount of any Mortgage Deferred Interest (except as provided below with respect to the Four Seasons Resort & Club – Dallas, TX Loan) will be allocated as Certificate Deferred Interest to each outstanding Class of Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest in reverse order of priorities (except with respect to the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-1A Certificates and the Class A-4FL Regular Interest, which amounts shall be applied pro rata (based on remaining Class Principal Balances) to such Certificates and the Class A-4FL Regular Interest), in each case up to the respective Accrued Certificate Interest for each such Class of Certificates (other than the Class A-4FL Certificates) or the Class A-4FL Regular Interest, as applicable, for such Distribution Date.  On each such Distribution Date, the Certificate Principal Balance of each Class of Certificates or the Class A-4FL Regular Interest, as applicable, to which Certificate Deferred Interest has been allocated shall be increased by the amount of Certificate Deferred Interest allocated to such Class of Certificates (other than the Class A-4FL Certificates) or the Class A-4FL Regular Interest.  All Certificate Deferred Interest, if any, allocated to the Class A-4FL Regular Interest shall result in a corresponding increase of the Certificate Balances of the Class A-4FL Certificates.  The amount of Certificate Deferred Interest allocated to any Class of Sequential Pay Certificates (other than the Class A-4FL Certificates) or the Class A-4FL Regular Interest, as applicable, shall be allocated to, and will increase the REMIC I Principal Balances of the Corresponding REMIC I Regular Interest or Interests in reverse order of priority specified for deemed distributions of principal in Section 4.01(h); provided, however, that with respect to the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-1A Certificates, and the Class A-4FL Regular Interest allocations to the Corresponding REMIC I Regular Interests shall be made on a pro rata basis.  Mortgage Deferred Interest on the Four Seasons Resort and Club - Dallas, TX Loan will be allocated first, as Certificate Deferred Interest on the Class FS Certificates (and in a corresponding amount on REMIC I Regular Interest LFS and Class FS-NP Uncertificated Interest) and then as Certificate Deferred Interest on the Sequential Pay Certificates in accordance with the terms of this Section 4.04(c) (and in a corresponding amount on the Corresponding REMIC I Regular Interests and the Class FS-P Uncertificated Interest).

                    (d)          Any Appraisal Reduction Amounts shall be allocated only for purposes of determining the amount of P&I Advances with respect to the related Mortgage Loan, as follows:  to the Class Principal Balance of the Class Q, Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C, Class B, Class A-J and Class A-M Certificates, in that order, up to the amount of their respective Class Principal Balances, and then to the Class A Certificates on a pro rata basis; provided, however, that with

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respect to any Appraisal Reduction Amount relating to the Four Seasons Resort and Club - Dallas, TX Loan, such Appraisal Reduction Amount to the Four Seasons Resort and Club – Dallas, TX Pooled Component and, therefore, the Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest, and will be applied to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component (and allocated to the Class FS Certificates) and with respect to any Appraisal Reduction Amount relating to a Co-Lender Loan (other than The Gas Company Tower Loan, the RLJ Hotel Pool Loan, the 000-000 Xxxxxxx Xxxxxx Loan, the Newport Bluffs Loan and the 000 Xxxxx Xxxxxx Loan), such Appraisal Reduction Amount will be applied, first to the Subordinate Companion Loans from the most junior to the most senior, and with respect to each of The Gas Company Tower Whole Loan, the RLJ Hotel Pool Whole Loan, the 500–000 Xxxxxxx Xxxxxx Whole Loan, the Newport Bluffs Whole Loan and the 311 South Xxxxxx Whole Loan, will be applied pro rata to The Gas Company Tower Loan, the RLJ Hotel Pool Loan, the 500–000 Xxxxxxx Xxxxxx Xxxx, xxx Xxxxxxx Xxxxxx Loan and the 000 Xxxxx Xxxxxx Loan and their related Pari Passu Companion Loans, as applicable; provided, further, that with respect to any Appraisal Reduction Amount relating to the Four Seasons Resort and Club - Dallas, TX Loan, such Appraisal Reduction Amount will be applied to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component (and allocated to the Class FS Certificates) prior to any allocation of such Appraisal Reduction to the Four Seasons Resort and Club - Dallas, TX Pooled Component and, therefore, the Sequential Pay Certificates (other than the Class A-4FL Certificates) and the Class A-4FL Regular Interest.  On any Distribution Date, an Appraisal Reduction Amount that otherwise would be allocated to a Class of Certificates shall be allocated to the next most subordinate Class to the extent that the Class Principal Balance on such Distribution Date for such Class of Certificates (prior to taking the Appraisal Reduction Amount into account) is less than the Appraisal Reduction Amount for the Distribution Date.  The Master Servicer shall report to the Trustee on or before each Determination Date all Appraisal Reduction Amounts and the Trustee shall report to the Master Servicer no later than 10:00 a.m. on the related P&I Advance Date the Pass-Through Rates necessary to calculate the allocation required by this Section 4.04(d).

                    Section 4.05.     Calculations.

                    The Paying Agent shall, provided it receives the necessary information from the Master Servicer and the Special Servicer, be responsible for performing all calculations necessary in connection with the actual and deemed distributions and allocations to be made pursuant to Section 4.01, Section 5.02(d) and Article IX and the actual and deemed allocations of Realized Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.  The Paying Agent shall calculate the Class FS Available Distribution Amount, the Available Distribution Amount, the Class A-4FL Interest Distribution Amount and the Class A-4FL Principal Distribution Amount for each Distribution Date and shall allocate such amount among Certificateholders in accordance with this Agreement, and the Paying Agent shall have no obligation to recompute, recalculate or verify any information provided to it by the Special Servicer or Master Servicer.  The calculations by the Paying Agent of such amounts shall, in the absence of manifest error, be presumptively deemed to be correct for all purposes hereunder.

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                    Section 4.06.     Use of Agents.

                    The Master Servicer, the Trustee or the Co-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 Trustee or the Co-Trustee from any of such obligations or liabilities, and the Master Servicer, the Trustee or the Co-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 Co-Trustee to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and 3.01(b), as applicable, in which case the Co-Trustee shall have no such responsibility).

ARTICLE V.

THE CERTIFICATES

                    Section 5.01.     The Certificates.

                    (a)          The Certificates will be substantially in the respective forms attached hereto as Exhibit A; provided that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage.  The Certificates will be issuable in registered form only; provided, however, that in accordance with Section 5.03 beneficial ownership interests in the Regular Certificates and the Class A-4FL Certificates shall initially be held and transferred through the book-entry facilities of the Depository.  The Regular Certificates and the Class A-4FL Certificates will be issuable only in denominations corresponding to initial Certificate Principal Balances or initial Certificate Notional Amounts, as the case may be, as of the Closing Date of not less than $10,000 in the case of the Registered Certificates, $1,000,000 in the case of the Class IO Certificates, and $250,000 in the case of Non-Registered Certificates (other than the Residual Certificates and the Class IO Certificates), and in each such case in integral multiples of $1 in excess thereof.  The Class Z Certificates, Class R-I Certificates and the Class R-II Certificates shall have no minimum denomination and shall each be represented by a single definitive certificate.

                    (b)          The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder by an authorized signatory.  Certificates bearing the manual or facsimile signatures of individuals who were at any time the authorized signatories of the Certificate Registrar shall be entitled to all benefits under this Agreement, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.  No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, however, unless there appears on such Certificate a certificate of

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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, Transfer and Exchange of Certificates.

                    (a)          At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.  The Certificate Register shall contain the aggregate holdings of Certificates represented by each Regulation S Global Certificate and each Domestic Global Certificate.  The Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided.  The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.  If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its duties as Certificate Registrar.  The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.  Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request.

                    (b)          No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Initial Purchasers or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either:  (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 hereto, Exhibit F-3 hereto, Exhibit F-4 hereto, Exhibit F-5 hereto or Exhibit F-6 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such

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Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification.  Any Holder of a Non-Registered Certificate desiring to effect such a transfer shall, and upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    In connection with transfer of the Non-Registered Certificates (other than the Class A-4FL Certificates), the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act.

                    Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6, as applicable, upon or prior to such transfer.  In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form.

                    (c)          No transfer of a Certificate or any interest therein shall be made to any “employee benefit plan” subject to Title I of ERISA, any “plan” subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to any federal, state, local or other law (“Similar Law”) substantively similar to the foregoing provisions of ERISA or the Code, or any Person directly or indirectly acquiring such Certificate for, on behalf of, or with any assets of any such plan (each, a “Plan”) unless (A) in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements for exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”) or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, (1) the transferee qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act, (2) the transferee’s acquisition and holding of such Certificate satisfies all the requirements of and is covered by the Exemptions as in effect at the time of such transfer and (3) in the case of a Class A-4FL Certificate, the Plan fiduciary is a qualified professional asset manager (as defined in PTE 84-14, an in-house asset manager (as defined in PTE 96-23), or a Plan fiduciary with total assets under management of at least $100 million at the time the Certificate is acquired. 

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Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit G hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing.

                    (d)     (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale.  The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:

          (A)          Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.

          (B)          In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (a “Transfer Affidavit and Agreement”), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee; that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate as they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them.

          (C)          Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected.

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          (D)          Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (b) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee.

          (E)          Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Trustee written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a “pass-through interest holder.”

          (F)          Each investor in the Certificates will be deemed, by its investment in such Certificates, to represent that neither (a) the investor nor (b) any owner of a five percent or greater interest in the investor is an employer with employees covered by any of (i) the California State Teachers Retirement System, (ii) the Detroit Fire and Police Retirement System, (iii) the General Electric Pension Trust and (iv) XXX International Realty, Inc.  Any transfer in violation of this deemed representation will be void ab initio.

          (ii)      (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate.  None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.

          (B)          If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose.  Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar.  Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar.  Any proceeds of such

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sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee.  The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.

          (iii)          The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization or agent thereof, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate, and the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation.  The transferor of such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar, the Master Servicer and the Special Servicer for providing such information.

          (iv)          The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or eliminated; provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following:

              (A)          written confirmation from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and

              (B)          an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to (x) cease to qualify as a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee.

                    (e)          No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described below. Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an institutional “accredited investor” (which is not a QIB) is required to be delivered in the form of a definitive certificate and will cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to

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Certificates in definitive form described below. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate as described below will be made prior to the Release Date.

          (i)          Any holder of an interest in a Regulation S Global Certificate in respect of the Offered Certificates will have the right, upon prior written notice to the Depositor, the Trustee, Euroclear or Clearstream, as applicable, and DTC, in the form of the Exchange Certificate, to exchange all or a portion of such interest for an equivalent interest in a Domestic Global Certificate in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in a Domestic Global Certificate as described herein.  Any holder of an interest in a Domestic Global Certificate shall have the right, upon prior written notice to the Depositor, the Trustee, DTC and Euroclear or Clearstream, as applicable, in the form of the Exchange Certificate to exchange all or a portion of such interest for an equivalent interest in a Regulation S Global Certificate in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in a Regulation S Global Certificate as set forth herein.  The Exchange Certificate will specify the denomination of the Certificates to be exchanged. The Exchange Certificate will also contain a representation that the transfer is being made in a transaction meeting the requirements of this Agreement and Rule 144A or Regulation S, as the case may be.  Following receipt of any Exchange Certificate by the Trustee, (i) the Trustee will endorse the schedule to any Global Certificate representing the Certificate or Certificates being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates for which such exchange is to be made and (ii) the Trustee will endorse the schedule to any Global Certificate representing the Certificate or Certificates for which such exchange is to be made to increase the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor.

          (ii)         Investors may hold their interests in a Regulation S Global Certificate through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. After the end of the Restricted Period, investors may also hold such interests through organizations that have accounts with DTC other than Euroclear and Clearstream (the “DTC Participants”). Euroclear and Clearstream will hold interests in a Regulation S Global Certificate on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries, which in turn will hold such interests in a Regulation S Global Certificate in customers’ securities accounts in the depositaries’ names on the books of DTC. Clearstream and Euroclear will from time to time appoint financial institutions to act as depositary for such entities. Investors may hold their interests in a Domestic Global Certificate directly through DTC, if they are DTC Participants, or indirectly through organizations which are DTC Participants.

                    (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 of a like aggregate Percentage Interest.

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                    (g)          At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose.  Whenever any Certificates are so surrendered for exchange, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.

                    (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 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.

                    (k)          Upon request, the Certificate Registrar shall provide to the Master Servicer, the Special Servicer and the Depositor notice of each transfer of a Certificate and shall provide to each such Person with an updated copy of the Certificate Register.

                    (l)          Each Person who has or who acquires any Ownership Interest in a Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of any Intercreditor Agreement affecting such Certificate.

                    Section 5.03.     Book-Entry Certificates.

                    (a)          Each Class of Regular Certificates and the Class A-4FL Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.03(c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein.  Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests.  All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner.  Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.

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                    (b)          The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder.  The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners.  Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners.  The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.

                    (c)          If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same.  Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions.  Upon surrender to the Certificate Registrar of the Definitive Certificate of any Class thereof by the Depository, accompanied by registration instructions from the Certificate Owner for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Book-Entry Certificates in respect of such Class to the Depository identified in such instructions.  The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates.  None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.  Notwithstanding the above, with respect to a portion of the Class K, Class L and Class M Certificates, such Certificates shall be initially issued as Definitive Certificates.

                    (d)          Notwithstanding any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the transfer of ownership interests in any Certificate (including, but not limited to, any Non-Registered Certificate, any Subordinated Certificate, any Class FS Certificate and any

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Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.

                    Section 5.04.     Mutilated, Destroyed, Lost or Stolen Certificates.

                    If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of actual notice to the Trustee and the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and like Percentage Interest.  Upon the issuance of any new Certificate under this Section, the Trustee and the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith.  Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

                    Section 5.05.     Persons Deemed Owners.

Prior to due presentment for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered as of the related Record Date as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and may treat the person whose name each Certificate is registered as of the date of determination as the owner of such Certificate for all other purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any agent of any of them shall be affected by notice to the contrary.

ARTICLE VI.

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

                    Section 6.01.      Liability of Depositor, Master Servicer and Special Servicer.

                    The Depositor, the Master Servicer and the Special Servicer shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer and the Special Servicer herein.

                    Section 6.02.     Merger, Consolidation or Conversion of Depositor or Master Servicer or Special Servicer.

                    Subject to the following paragraph, the Depositor, the Master Servicer and the Special Servicer shall each keep in full effect its existence, rights and franchises as a corporation,

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or national banking association, as the case may be, under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as a national banking association or foreign corporation, as the case may be, in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement, and the Master Servicer shall keep in full effect its existence and rights as a national banking association under the laws of the United States of America.

                    The Depositor, the Master Servicer or the Special Servicer may be merged or consolidated with or into any Person (other than the Trustee), or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer or the Special Servicer shall be a party, or any Person succeeding to the business (which may be limited to the commercial loan servicing business) of the Depositor, the Master Servicer or the Special Servicer, shall be the successor of the Depositor, the Master Servicer or the Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer or the Special Servicer unless (i) as evidenced in writing by the Rating Agencies, such succession will not result in qualification, downgrading or withdrawal of the ratings then assigned by the Rating Agencies to any Class of Certificates and (ii) such successor or surviving Person makes the applicable representations and warranties set forth in Section 3.23.

                    Section 6.03.     Limitation on Liability of Depositor, Master Servicer and Special Servicer.

                    None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties; provided, however, that if such losses and liabilities relate solely to the Four Seasons Resort and Club - Dallas, TX Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and then from other amounts in the Certificate Account; provided, further, that with respect to losses and liabilities relating solely to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent amounts in the Certificate Account that relate to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, respectively, are insufficient to pay for such indemnification, and such indemnification is paid from other amounts in the Certificate Account, subsequent collections on the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component shall be used to

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reimburse the Trust Fund for any such indemnification. The Depositor, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.  The Depositor, the Master Servicer, the Special Servicer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or reasonable expense incurred in connection with this Agreement or the Certificates (including, without limitation, the distribution or posting of reports or other information as contemplated by this Agreement), other than any loss, liability or expense:  (i) specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof (including without limitation, those expenses set forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the definition of Servicing Advances); (ii) incurred in connection with any breach of a representation, warranty or covenant made herein; or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder; provided, however, that if such losses and liabilities relate solely to the Four Seasons Resort and Club - Dallas, TX Loan, then such indemnification shall be payable first from amounts in the Certificate Account that relate to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and then from other amounts in the Certificate Account; provided, further, that with respect to losses and liabilities relating solely to the Four Seasons Resort and Club - Dallas, TX Loan, to the extent amounts in the Certificate Account that relate to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component are insufficient to pay for such indemnification, and such indemnification is paid from other amounts in the Certificate Account, subsequent collections on the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component shall be used to reimburse the Trust Fund for any such indemnification.  None of the Depositor, the Master Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Depositor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder.  In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05.  In no event shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section 8.05(b).

                    Section 6.04.     Resignation of Master Servicer and the Special Servicer.

                    The Master Servicer and, subject to Section 6.09, the Special Servicer may resign from the obligations and duties hereby imposed on it, upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type

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and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement).  Any such determination requiring the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee.  Unless applicable law requires the Master Servicer’s or Special Servicer’s resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 7.02 hereof.  The Master Servicer and the Special Servicer shall have the right to resign at any other time; provided that (i) a willing successor thereto has been found by the Master Servicer or Special Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing that the successor’s appointment will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any Class of Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation.  Neither the Master Servicer nor the Special Servicer shall be permitted to resign except as contemplated above in this Section 6.04.

                    Consistent with the foregoing, neither the Master Servicer nor the Special Servicer shall, except as expressly provided herein, assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or, except as provided in Sections 3.22 and 4.06, delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder.  If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer are transferred to a successor thereto, the Master Servicing Fee or the Special Servicing Fee, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor.

                    Section 6.05.     Rights of Depositor and Trustee in Respect of Master Servicer and the Special Servicer.

                    The Master Servicer and the Special Servicer shall each afford the Depositor, the Underwriters and the Trustee, upon reasonable notice, during normal business hours access to all records maintained thereby in respect of its rights and obligations hereunder and access to officers thereof responsible for such obligations.  Upon reasonable request, the Master Servicer and the Special Servicer shall each furnish the Depositor, the Underwriters and the Trustee with its most recent publicly available financial statements and such other information as it possesses, and which it is not prohibited by applicable law or contract from disclosing, regarding its business, affairs, property and condition, financial or otherwise, except to the extent such information constitutes proprietary information or is subject to a privilege under applicable law.  The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer or Special Servicer hereunder or exercise the rights of the Master Servicer and the Special Servicer hereunder; provided, however, that neither the Master Servicer nor the Special Servicer shall be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee; provided, further, that the Depositor may not exercise any right pursuant to Section 7.01 to terminate the Master Servicer or the Special Servicer as a party to this Agreement.  The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special

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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, Master Servicer, Special Servicer and Trustee to Cooperate with Co-Trustee.

                    The Depositor, the Master Servicer, the Special Servicer and the Trustee shall each furnish such reports, certifications and information as are reasonably requested by the Co-Trustee in order to enable it to perform its duties hereunder.

                    Section 6.08.     Depositor, Special Servicer, Trustee and Co-Trustee to Cooperate with Master Servicer.

                    The Depositor, the Special Servicer, the Trustee and the Co-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 6.09.     Depositor, Master Servicer, Trustee and Co-Trustee to Cooperate with Special Servicer.

                    The Depositor, the Master Servicer, the Trustee and the Co-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 6.10.     Designation of Special Servicer by the Controlling Class and Controlling Holders.

                    The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default.  Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein.  Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation.  The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1.  If such Holders have not replaced the Special Servicer within 30 days of such

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Special Servicer’s resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04.  Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates.  The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms.  Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees as set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation.  Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer within two (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 the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties.

                    Notwithstanding the foregoing, in accordance with the terms of each of the Four Seasons Resort and Club - Dallas, TX Intercreditor Agreement, the 000-000 Xxxxxxx Xxxxxx Subordinate Intercreditor Agreement, the Montclair Plaza Intercreditor Agreement and the Gateway Center Intercreditor Agreement, the Companion Holder related to each of the Four Seasons Resort and Club - Dallas, TX Loan, the 000-000 Xxxxxxx Xxxxxx Loan (with respect to the 000-000 Xxxxxxx Xxxxxx Subordinate Companion Loan holder only), the Montclair Plaza Loan and the Gateway Center Loan, as applicable, shall have the right to appoint, approve and/or remove the Special Servicer with respect to each of the Four Seasons Resort and Club - Dallas, TX Loan, the 000-000 Xxxxxxx Xxxxxx Loan, the Montclair Plaza Loan and the Gateway Center Loan, as applicable, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Four Seasons Resort and Club - Dallas, TX Loan, the 000-000 Xxxxxxx Xxxxxx Loan, the Montclair Plaza Loan and the Gateway Center Loan, as applicable, as described above.

                    Section 6.11.     Master Servicer or Special Servicer as Owner of a Certificate.

                    The Master Servicer or an Affiliate of the Master Servicer or the Special Servicer or an Affiliate of the Special Servicer may become the Holder of (or, in the case of a Book-Entry

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Certificate, Certificate Owner with respect to) any Certificate with (except as set forth in the definition of “Certificateholder”) the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate thereof.  If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s reasonable, good faith judgment, be considered by other Persons to violate the Servicing Standard, then the Master Servicer or the Special Servicer may (but need not) seek the approval of the Certificateholders to such action by delivering to the Trustee a written notice that (a) states that it is delivered pursuant to this Section 6.10, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (c) describes in reasonable detail the action that the Master Servicer or the Special Servicer proposes to take.  The Trustee, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate), together with such instructions for response as the Trustee shall reasonably determine.  If at any time Certificateholders holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) shall have failed to object in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed in the written notice within thirty (30) days, such action shall be deemed to comply with, but not modify, the Servicing Standard.  The Trustee shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, for the reasonable expenses of the Trustee incurred pursuant to this paragraph.  It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

                    Section 6.12.     The Controlling Class Representative.

                    (a)          Subject to Section 6.11(d) and (e) in the case of the Non-Serviced Mortgage Loans and Section 6.11(d), the Controlling Class Representative will be entitled to advise the Special Servicer with respect to the following actions of the Special Servicer, and notwithstanding anything herein to the contrary except as necessary or advisable to avoid an Adverse REMIC Event or the violation of the Servicing Standard and except as set forth in, and in any event subject to, the second paragraph of this Section 6.11(a), the Special Servicer will not be permitted to take any of the following actions as to which the Controlling Class Representative has objected in writing within ten Business Days of being notified thereof, which notification with respect to the action described in clause (vi) below shall be copied by the Special Servicer to the Master Servicer (provided that, if such written objection has not been received by the Special Servicer within such ten Business Day period, then the Controlling Class Representative’s approval will be deemed to have been given):

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          (i)          any actual or proposed foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default;

          (ii)         any modification of a Money Term of a Mortgage Loan (other than a modification consisting of the extension of the maturity date of a Mortgage Loan for one year or less) or a material non-monetary term;

          (iii)        any actual or proposed sale of an REO Property (other than in connection with the termination of the Trust Fund or pursuant to Section 3.18);

          (iv)        any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property;

          (v)         any acceptance of substitute or additional collateral or release of material collateral for a Mortgage Loan unless required by the underlying loan documents;

          (vi)        any waiver of a “due-on-sale” clause or “due-on-encumbrance” clause;

          (vii)       any release of any performance or “earn-out” reserves, escrows or letters of credit, including those listed on Exhibit J;

           (viii)     any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan (other than in connection with a defeasance permitted under the terms of the applicable Mortgage Loan documents);

          (ix)        any termination of the related property manager for Mortgage Loans having an outstanding principal balance of greater than $5,000,000;

          (x)         any termination of, or modification of, any applicable franchise agreement related to any Mortgage Loan secured by a hotel;

          (xi)        any determination to allow a borrower not to maintain terrorism or windstorm insurance; and

          (xii)       any determination to decrease the time period referenced in clause (g) of the definition of Specially Serviced Mortgage Loan.

                    In addition, the Controlling Class Representative may direct the Special Servicer to take, or to refrain from taking, such other actions as the Controlling Class Representative may deem advisable or as to which provision is otherwise made in this Agreement; provided that, notwithstanding anything herein to the contrary or anything in this Agreement which permits the Controlling Class Representative or a Companion Holder the right to consent to or object to actions taken by the Special Servicer, no such advice or direction, and no objection contemplated by the preceding paragraph may require or cause the Special Servicer to violate any applicable law, any provision of this Agreement or the REMIC Provisions (and the Special Servicer shall disregard any such direction or objection), including without limitation the Special Servicer’s

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obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Trust Fund or the Trustee or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, or materially expand the scope of the Special Servicer or the Special Servicer’s responsibilities hereunder or cause the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Special Servicer is not in the best interests of the Certificateholders.  For the avoidance of doubt, the Master Servicer and/or the Special Servicer will disregard any direction or objection of any party (including without limitation of the Controlling Class Representative, the holder of the Class FS Certificates or a Companion Holder) if such direction and or objection causes the Master Servicer or the Special Servicer to violate the Servicing Standard, any applicable law, any provision of this Agreement or the REMIC Provisions or expose the Master Servicer, the Special Servicer, the Trust Fund, the Paying Agent or the Trustee or their respective Affiliates, officers, directors employees or agents to any claim, suit or liability, or materially expand the scope of the Master Servicer’s or Special Servicer’s responsibility hereunder or cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer is not in the best interest of the Certificateholders, or the holders of the Companion Loan and consistent with the Servicing Standard.

                    (b)          The Controlling Class Representative, the Controlling Class, the holders of the Class FS Certificates and the Holder of any Companion Loan will have no liability to the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided, however, that the Controlling Class Representative, the Controlling Class, the holders of the Class FS Certificates and the Holder of any Companion Loan will not be protected against any liability to a Controlling Class  Certificateholder which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties.  By its acceptance of a Certificate, each Certificateholder confirms its understanding that the Controlling Class, the Controlling Class Representatives, the holders of the Class FS Certificates or any Holder of a Companion Loan may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates, and that the Controlling Class, the Controlling Class Representative, the holders of the Class FS Certificates and the Holder of any Companion Loan may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the Controlling Class, the Controlling Class Representatives, the holders of the Class FS Certificates or any Holder of a Companion Loan may act solely in the interests of the Holders of the Controlling Class (or the Class FS Certificates) or any Companion Holder, as the case may be, and that the Controlling Class Representatives do not have any duties or liability to the Holders of any Class of Certificates other than the Controlling Class or any Companion Holder and shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Representatives or any Holder of any Companion Loan any holder of the Class FS Certificates or any director, officer, employee, agent or principal thereof for having so acted.

                    (c)          Notwithstanding anything in this Section 6.11, nothing herein is intended to limit the right of the Controlling Class Representative to consult on a non-binding basis with the Special Servicer with respect to any Mortgage Loan.

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                    (d)          Notwithstanding anything to the contrary in this Section 6.11 or anything contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, the holder of the related Companion Loan will have the right to replace the Special Servicer with respect to the related Whole Loan in accordance with the terms of the related Pari Passu Intercreditor Agreement.  In addition, the holders of the related Pari Passu Companion Loan have the right to consent to any replacement of the Special Servicer with respect to the related Whole Loan, in accordance with the terms of the related Intercreditor Agreement.

                    (e)          Notwithstanding anything to the contrary in this Section 6.11, with respect to the Non-Serviced Mortgage Loans, the related holders of the Non-Serviced Mortgage Loans and the related Pari Passu Companion Loans shall share in the rights and responsibilities of the Controlling Class Representative as set forth in Section 2(i) of the related Pari Passu Intercreditor Agreement.

ARTICLE VII.

DEFAULT

                    Section 7.01.     Events of Default.

                    (a)          “Event of Default,” wherever used herein, means any one of the following events:

          (i)          any failure by the Master Servicer to deposit into the Certificate Account, which failure, in the case of deposits and remittance to the Certificate Account, continues unremedied one (1) Business Day after the date upon which such deposit was required to have been made hereunder, or to deposit into, or remit to the Paying Agent for deposit into the Distribution Account or the Floating Rate Account, any amount (other than a P&I Advance) required to be so deposited or remitted by it under this Agreement, which failure, in the case of deposits and remittances to the Distribution Account or the Floating Rate Account, continues unremedied until 10:00 a.m., New York City time on the related Distribution Date; provided, however, that to the extent the Master Servicer does not timely make such remittances, the Master Servicer shall pay the Trustee for the account of the Trustee interest on any amount not timely remitted at the Prime Rate from and including the applicable required remittance date to but not including the date such remittance is actually made; or

          (ii)         any failure by the Special Servicer to timely deposit into the REO Account or to timely deposit into, or to timely remit to the Master Servicer for deposit into, the Certificate Account, any amount required to be so deposited or remitted under this Agreement; or

          (iii)        any failure by the Master Servicer to timely make any Servicing Advance required to be made by it hereunder, which Servicing Advance remains unmade for a period of five (5) Business Days following the date on which notice shall have been given to the Master Servicer, as the case may be, by the Co-Trustee as provided in Section 3.03(c); or

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          (iv)        any failure on the part of the Master Servicer or the Special Servicer or any Servicing Participant duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer or the Special Servicer, as the case may be, contained in this Agreement which continues unremedied for a period of thirty (30) days (seven (7) Business Days in the case of the Master Servicer’s or Special Servicer’s, as applicable, obligations contemplated by Sections 3.13, 3.14 and 8.18(n) hereof (with respect to any year that a report on Form 10-K is required to be filed)) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto or the Master Servicer or the Special Servicer, as the case may be (with a copy to each other party hereto), or by the Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that with respect to any such failure which is not curable within such 30-day period, the Master Servicer or the Special Servicer, as the case may be, shall have an additional cure period of thirty (30) days to effect such cure so long as the Master Servicer or the Special Servicer, as the case may be, has commenced to cure such failure within the initial 30-day period and has provided the Trustee with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure; or

          (v)         any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement that materially and adversely affects the interests of any Class of Certificateholders and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto or the Master Servicer or the Special Servicer, as the case may be (with a copy to each other party hereto), or by the Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, with respect to any failure which is not curable within such 30-day period, the Master Servicer or the Special Servicer, as the case may be, shall have an additional cure period of thirty (30) days so long as the Master Servicer or the Special Servicer, as the case may be, has commenced to cure within the initial 30-day period and provided the Trustee with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure; or

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

          (vii)       the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or

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similar proceedings of or relating to it or of or relating to all or substantially all of its property; or

          (viii)      the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or

          (ix)        the consolidated net worth of the Master Servicer and of its direct or indirect parent, determined in accordance with generally accepted accounting principles, shall decline to less than $15,000,000; or

          (x)         the Master Servicer or the Special Servicer receives actual knowledge that Xxxxx’x has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (ii) placed one or more Classes of Certificates on “watch status” in contemplation of rating downgrade or withdrawal (and such “watch status” placement shall not have been withdrawn by Xxxxx’x within 60 days of the date that the Master Servicer or the Special Servicer obtained such actual knowledge) and, in the case of either of clauses (i) or (ii), citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action; or

          (xi)        any failure on the part of the Master Servicer or the Special Servicer or any Servicing Participant (other than, with respect to the Master Servicer, Sub-Servicers identified on Exhibit Y hereto) engaged by the Master Servicer or the Special Servicer, as applicable, to observe or perform, following the expiration of any applicable grace and cure periods, in any material respect any of its duties or obligations under Section 8.18 within the timeframe specified; or

          (xii)       the Master Servicer or the Special Servicer, as the case may be, is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as the case may be, and such removal continues for a period of 60 days; or

          (xiii)      the Master Servicer shall fail to remit to the Paying Agent for deposit into the Distribution Account, on any P&I Advance Date, the full amount of P&I Advances required to be made on such date, which failure continues unremedied until 10:00 a.m. New York City time on the next Business Day succeeding such P&I Advance Date; provided, however, that to the extent the Master Servicer does not timely make such remittances, the Master Servicer shall pay the Co-Trustee for the account of the Co-Trustee, interest on any amount not timely remitted at the Prime Rate from and including the applicable required remittance date to but not including the date such remittance is actually made.

                    (b)          If any Event of Default shall occur with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this Section 7.01(b), the “Defaulting Party”) and shall be continuing, then, and in each and every such case, so long as such Event of Default

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shall not have been remedied, the Depositor and/or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in writing to the Defaulting Party (with a copy of such notice to each other party hereto and the Rating Agencies), terminate all of the rights and obligations (but not the liabilities for actions and omissions occurring prior thereto) of the Defaulting Party under this Agreement and in and to the Trust Fund, other than its rights as a Certificateholder hereunder.  Notwithstanding the foregoing, it is acknowledged and agreed that the Depositor shall have no obligation to exercise any of the preceding rights and/or powers.  From and after the receipt by the Defaulting Party of such written notice of termination, all authority and power of the Defaulting Party under this Agreement, whether with respect to the Certificates (other than as a holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Co-Trustee, with respect to the Master Servicer, or the Trustee, with respect to the Special Servicer, pursuant to and under this Section, and, without limitation, the Co-Trustee, with respect to the Master Servicer, or the Trustee, with respect to the Special Servicer, is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise.  The Master Servicer and the Special Servicer each agree that, if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than ten Business Days subsequent to its receipt of the notice of termination) provide the Co-Trustee or the Trustee, as applicable, with all documents and records, including those in electronic form, requested thereby to enable the Co-Trustee or the Trustee, as applicable, or a successor Master Servicer or Special Servicer to assume the Master Servicer’s or Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Co-Trustee or the Trustee, as applicable, in effecting the termination of the Master Servicer’s or Special Servicer’s, as the case may be, responsibilities and rights hereunder, including, without limitation, (i) the immediate transfer to the Co-Trustee or the Trustee, as applicable, or a successor Master or Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Master Servicer to the Certificate Account, the Distribution Account, a Servicing Account or a Reserve Account (if the Master Servicer is the Defaulting Party) or that are thereafter received by or on behalf of it with respect to any Mortgage Loan or (ii) the transfer within two (2) Business Days to the Co-Trustee or the Trustee, as applicable, or a successor Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the REO Account, the Certificate Account, a Servicing Account or a Reserve Account or delivered to the Master Servicer (if the Special Servicer is the Defaulting Party) or that are thereafter received by or on behalf of it with respect to any Mortgage Loan or REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such termination).  Any cost or expenses in connection with any actions to be taken by the Master Servicer, the Special Servicer, the Trustee or the Co-Trustee pursuant to this paragraph shall be borne by the Defaulting Party and if not paid by the Defaulting Party within 90 days after the presentation of reasonable documentation of such costs and expenses, such expense

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shall be reimbursed by the Trust Fund; provided, however, that the Defaulting Party shall not thereby be relieved of its liability for such expenses.  If and to the extent that the Defaulting Party has not reimbursed such costs and expenses, the Co-Trustee or the Trustee, as applicable, shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of and at the expense of the Trust Fund.  For purposes of this Section 7.01 and of Section 7.03(b), the Co-Trustee or the Trustee, as applicable, shall not be deemed to have knowledge of an event which constitutes, or which with the passage of time or notice, or both, would constitute an Event of Default described in clauses (i)-(viii) of subsection (a) above unless a Responsible Officer of the Co-Trustee or the Trustee, as applicable, has actual knowledge thereof or unless notice of any event which is in fact such an Event of Default is received by the Co-Trustee or the Trustee, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

                    (c)          If the Master Servicer receives a notice of termination under Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(x) and/or (xii) and if the terminated Master Servicer provides the Trustee with the appropriate “request for proposal” materials within the five (5) Business Days after receipt of such termination notice, the Master Servicer shall continue to serve as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(c); provided the Trustee has requested the Master Servicer to continue to serve as the Master Servicer during such period.  Upon receipt of the “request for proposal” materials, the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the terminated Master Servicer) solicit good faith bids for the rights to master service the Mortgage Loans under this Agreement from at least three (3) Persons qualified to act as Master Servicer hereunder in accordance with Sections 6.02 and 7.02 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders; provided that, at the Trustee’s request, the Master Servicer to be terminated pursuant to Section 7.01(b) shall supply the Trustee with the names of Persons from whom to solicit such bids; provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to master service the Mortgage Loans under this Agreement.  The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination to the Master Servicer.  The materials provided to the Trustee shall provide for soliciting bids (i) on the basis of such successor Master Servicer retaining all Sub-Servicers to continue the primary servicing of the Mortgage Loans pursuant to the terms of the respective Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement with the terminated Master Servicer to service each of the Mortgage Loans not subject to a Sub-Servicing Agreement at a servicing fee rate per annum equal to the Master Servicing Fee Rate minus 2.0 basis points per Mortgage Loan serviced (each, a “Servicing-Retained Bid”) and (ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in accordance with Section 3.22 (each, a “Servicing-Released Bid”).  The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing Released Bid) (the “Successful Bidder”) to act as successor Master Servicer hereunder.  The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing

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Agreement with the terminated Master Servicer as contemplated above), no later than 45 days after termination of the Master Servicer.

                    Upon the assignment and acceptance of the master servicing rights hereunder to and by the Successful Bidder, the Trustee shall remit or cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to the Master Servicer to be terminated pursuant to Section 7.01(b) the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred in connection with obtaining such bid and transferring servicing) and (ii) if the successful bid was a Servicing-Released Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid Allocation.  In connection with such remittance, the Trustee is entitled to be reimbursed by the Master Servicer for the Trustee’s “out-of-pocket” expenses incurred in connection with obtaining such bid and transferring servicing as contemplated by clause (i) of this paragraph and by the definition of “Bid Allocation”.

                    If the Successful Bidder has not entered into this Agreement as successor Master Servicer within such 45-day period or no Successful Bidder was identified within such 45-day period, the Master Servicer to be terminated pursuant to Section 7.01(b) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(c).  The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.

                    (d)          Notwithstanding the foregoing, if the Trustee, the Co-Trustee or the Master Servicer has received notice from S&P, Xxxxx’x or Fitch that the Master Servicer is no longer approved by Xxxxx’x or Fitch or is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer, then the Trustee, the Co-Trustee or Master Servicer shall promptly notify the other of the same.

                    Section 7.02.     Co-Trustee or 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 Co-Trustee, with respect to the Master Servicer, or the Trustee, with respect to the Special Servicer, shall, unless a successor is appointed pursuant to Section 6.04, be the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall have all (and the former Master Servicer or the Special Servicer, as the case may be, shall cease to have any) of the responsibilities, duties and liabilities (except as provided in the next sentence) of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer’s obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided that, if the Master Servicer is the resigning or terminated party, and if after the Closing Date the Co-Trustee or the Trustee, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances (as evidenced by an Opinion of Counsel delivered to the Depositor and the Rating Agencies) the Trustee shall not be obligated to make such P&I Advances; provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the Special Servicer’s, as the case may be, failure to provide information

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or monies required by Section 7.01 shall not be considered a default by the Co-Trustee or the Trustee, as applicable, hereunder.  Notwithstanding anything contrary in this Agreement, the Co-Trustee or the Trustee, as applicable, shall in no event be held responsible or liable with respect to any of the acts, omissions, representations and warranties of the resigning or terminated party (other than the Co-Trustee or the Trustee, as applicable) or for any losses incurred by such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Co-Trustee or the Trustee, as applicable, be required to purchase any Mortgage Loan hereunder.  As compensation therefor, the Co-Trustee or the Trustee, as applicable, shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to if the resigning or terminated party had continued to act hereunder (other than fees already earned, including, without limitation, Workout Fees).  Notwithstanding the above and subject to its obligations under Section 3.22(d) and 7.01(b), the Co-Trustee or the Trustee, as applicable, may, if it shall be unwilling in its sole discretion to so act as either Master Servicer or Special Servicer, as the case may be, or shall, if it is unable to so act as either Master Servicer or Special Servicer, as the case may be, or shall, if the Co-Trustee or the Trustee, as applicable, is not approved as a master servicer or a special servicer, as the case may be, by any of the Rating Agencies or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Co-Trustee or the Trustee, as applicable, promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, Rating Agency confirmation); provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09.  Except with respect to an appointment provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities under this Agreement.  Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Co-Trustee or the Trustee, as applicable, shall act in such capacity as hereinabove provided.  Notwithstanding the above, the Co-Trustee shall, if the Master Servicer is the resigning or terminated party and the Co-Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately.  In connection with any such appointment and assumption described herein, the Co-Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder.  Such successor and the other parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

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                    Section 7.03.     Notification to Certificateholders and Companion Holders.

                    (a)          Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01, any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness of any designation of a new Special Servicer pursuant to Section 6.09, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, and to the Companion Holders.

                    (b)          Not later than the later of (i) 60 days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute an Event of Default and (ii) five (5) days after a Responsible Officer of the Trustee has notice of the occurrence of such an event, the Trustee shall transmit by mail to the Depositor, all Certificateholders, the Rating Agencies and the Companion Holders notice of such occurrence, unless such default shall have been cured.

                    Section 7.04.     Waiver of Events of Default.

                    The Holders representing at least 66-2/3% of the Voting Rights allocated to the Classes of Certificates affected by any Event of Default hereunder may waive such Event of Default; provided, however, that an Event of Default under clause (i), (ii), (x) or (xii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes.  Upon any such waiver of an Event of Default, such Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.  No such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon except to the extent expressly so waived.  Notwithstanding any other provisions of this Agreement, for purposes of waiving any Event of Default pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to Voting Rights with respect to the matters described above.

                    Section 7.05.     Additional Remedies of Trustee Upon Event of Default.

                    During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith).  No remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.  Under no circumstances shall the rights provided to the Trustee under this Section 7.05 be construed as a duty or obligation of the Trustee.

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ARTICLE VIII.

CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

                    Section 8.01.     Duties of Trustee and Co-Trustee.

                    (a)          The Trustee (and the Co-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 (or the Co-Trustee, as applicable) shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.  Any permissive right of the Trustee (or the Co-Trustee, as applicable) contained in this Agreement shall not be construed as a duty.

                    (b)          The Trustee (or the Co-Trustee, as applicable), upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee (or the Co-Trustee, as applicable) that are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement to the extent specifically set forth herein.  If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee (or the Co-Trustee, as applicable) shall take such action as it deems appropriate to have the instrument corrected.  The Trustee (or the Co-Trustee, as applicable) shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor or the Master Servicer or the Special Servicer, and accepted by the Trustee (or the Co-Trustee, as applicable) in good faith, pursuant to this Agreement.

                    (c)          No provision of this Agreement shall be construed to relieve the Trustee, or the Co-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 (or the Co-Trustee, as applicable) shall be determined solely by the express provisions of this Agreement, the Trustee (or the Co-Trustee, as applicable) 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 (or the Co-Trustee, as applicable) and, in the absence of bad faith on the part of the Trustee (or the Co-Trustee, as applicable), the Trustee (or the Co-Trustee, as applicable) 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 (or the Co-Trustee, as applicable) and conforming to the requirements of this Agreement;

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          (ii)         The Trustee (or the Co-Trustee, as applicable) shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee (or the Co-Trustee, as applicable) unless it shall be proved that the Trustee (or the Co-Trustee, as applicable) was negligent in ascertaining the pertinent facts if it was required to do so;

          (iii)        The Trustee (or the Co-Trustee, as applicable) shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee (or the Co-Trustee, as applicable) or exercising any trust or power conferred upon the Trustee (or the Co-Trustee, as applicable) under this Agreement; and

          (iv)         The protections, immunities and indemnities afforded to the Trustee and the Co-Trustee hereunder shall also be available to the Paying Agent, Authenticating Agent, Certificate Registrar, REMIC Administrator and Custodian.

                    For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust Fund, the Trustee (or the Co-Trustee, as applicable) shall not utilize any Subcontractor that is a Prohibited Party. The Trustee (or the Co-Trustee, as applicable) shall indemnify the Depositor, the Sponsors and any director, officer, employee or agent of the Depositor or the Sponsors and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to the breach by the Trustee (or the Co-Trustee, as applicable) of its obligation set forth in the preceding sentence or the failure of the Trustee (or the Co-Trustee, as applicable) to perform any of its obligations under Section 3.13.  This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee (or the Co-Trustee, as applicable).

                    Section 8.02.     Certain Matters Affecting Trustee and Co-Trustee.

                    Except as otherwise provided in Section 8.01 and Article X:

                    (a)          the Trustee (or the Co-Trustee, as applicable) may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

                    (b)          the Trustee (or the Co-Trustee, as applicable) may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith;

                    (c)          the Trustee (or the Co-Trustee, as applicable) shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or, except as provided in Section 10.01 or 10.02, to

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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 (or the Co-Trustee, as applicable) reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee (or the Co-Trustee, as applicable) shall be under no obligation to take any action to enforce the rights of the Trust Fund under the applicable Swap Contract unless it is assured, in its sole discretion, that reasonable security and indemnity against the costs and expenses of such action(s) will be offered by the Swap Counterparty and the Holders of the Class A-4FL Certificates or any other party (other than the Trust Fund); the Trustee (or the Co-Trustee, as applicable) shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee (or the Co-Trustee, as applicable) of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;

                    (d)          the Trustee (or the Co-Trustee, as applicable) shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

                    (e)          prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee (or the Co-Trustee, as applicable) 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 (or the Co-Trustee, as applicable) 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 (or the Co-Trustee, as applicable), not reasonably assured to the Trustee (or the Co-Trustee, as applicable) by the security afforded to it by the terms of this Agreement, the Trustee (or the Co-Trustee, as applicable) may require reasonable indemnity against such expense or liability as a condition to taking any such action;

                    (f)          the Trustee (or the Co-Trustee, as applicable) 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 (or the Co-Trustee, as applicable) shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder;

                    (g)          the Trustee (or the Co-Trustee, as applicable) shall not be responsible for any act or omission of the Master Servicer or the Special Servicer (unless the Trustee (or the Co-Trustee, as applicable) is acting as Master Servicer or the Special Servicer) or the Depositor; and

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                    (h)          neither the Trustee (or the Co-Trustee, as applicable) 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 (or the Co-Trustee, as applicable) and Certificate Registrar shall have no liability for transfers, including transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in registration of record ownership in the Certificate Register.

                    Section 8.03.     Trustee Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans.

                    The recitals contained herein and in the Certificates, other than the statements attributed to the Trustee in Article II, Section 8.15 and the signature of the Certificate Registrar and the Authenticating Agent set forth on each outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be, and the Trustee does not assume any responsibility for their correctness.  Except as set forth in Section 8.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature of the Trustee set forth thereon) or of any Mortgage Loan or related document.  The Trustee shall not be accountable for the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or withdrawn from the Certificate Account or any other account by or on behalf of the Depositor, the Master Servicer or the Special Servicer unless the Trustee is acting as Paying Agent.  The Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.

                    Section 8.04.     Trustee and Co-Trustee May Own Certificates.

                    The Trustee (or the Co-Trustee, as applicable) or any agent of the Trustee (or the Co-Trustee, as applicable) in its individual or any other capacity, may become the owner or pledgee of Certificates with the same rights (except as otherwise provided in the definition of “Certificateholder”) as it would have if it were not the Trustee (or the Co-Trustee, as applicable) or such agent.

                    Section 8.05.     Fees and Expenses of Trustee and Co-Trustee; Indemnification of Trustee and Co-Trustee.

                    (a)          On each Distribution Date, the Trustee shall withdraw from the general funds on deposit in the Distribution Account as provided in Section 3.05(b), prior to any

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distributions to be made therefrom on such date, and pay (i) to itself all earned but unpaid Trustee Fees, as compensation for all services rendered by the Trustee, in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder at the Trustee Fee Rate and (ii) to the Co-Trustee all earned but unpaid Co-Trustee Fees, as compensation for all services rendered by the Co-Trustee, in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Co-Trustee hereunder at the Co-Trustee Fee Rate.  No Trustee Fee or Co-Trustee Fee shall be payable with respect to the Companion Loans.  The Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole compensation for such services to be rendered by it.  The Co-Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Co-Trustee’s sole compensation for such services to be rendered by it.

                    (b)          The Trustee and the Co-Trustee (whether in its respective capacity as such or individually) and any director, officer, employee, affiliate, agent or “control” person within the meaning of the Securities Act of 1933 of the Trustee (or the Co-Trustee, as applicable) shall be entitled to be indemnified for and held harmless by the Trust Fund against any loss, liability or reasonable “out-of-pocket” expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with this Agreement, the Mortgage Loans or the Certificates (including in respect of the offering of such Certificates) or any act of the Master Servicer or the Special Servicer taken on behalf of the Trustee (or the Co-Trustee, as applicable) as provided for herein; provided that such expense is an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, further, that neither the Trustee (or the Co-Trustee, as applicable), nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) any liability specifically required to be borne thereby pursuant to the terms hereof, or (2) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee’s (or the Co-Trustee’s, as applicable) obligations and duties hereunder, or by reason of its negligent disregard of such obligations and duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee (or the Co-Trustee, as applicable), as applicable, made herein.  The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee (or the Co-Trustee, as applicable) and appointment of a successor Trustee (or successor Co-Trustee, as applicable).

                    Section 8.06.     Eligibility Requirements for Trustee and Co-Trustee.

                    Each of the Trustee and the Co-Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by a federal or state banking authority.  If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so

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published.  Each of the Trustee and the Co-Trustee shall also be an entity with a long term unsecured debt rating of at least (a) “A+” by S&P, “Aa3” by Xxxxx’x and “A+” by Fitch and a short term unsecured debt rating of at least “A-1” by S&P and “F1” by Fitch or (b) such other rating that shall not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates by any Rating Agency as confirmed in writing.  In case at any time the Trustee (or the Co-Trustee, as applicable) shall cease to be eligible in accordance with the provisions of this Section, the Trustee (or the Co-Trustee, as applicable), shall resign immediately in the manner and with the effect specified in Section 8.07; provided that if the Trustee (or the Co-Trustee, as applicable) shall cease to be so eligible because its combined capital and surplus is no longer at least $100,000,000 or its long-term unsecured debt rating no longer conforms to the requirements of the immediately preceding sentence, and if the Trustee (or the Co-Trustee, as applicable) 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 (or the Co-Trustee’s, as applicable) continuing to act in such capacity would not (as evidenced in writing by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby to any Class of Certificates, then upon the execution and delivery of such agreement the Trustee (or the Co-Trustee, as applicable) shall not be required to resign, and may continue in such capacity, for so long as none of the ratings assigned by the Rating Agencies to the Certificates is qualified, downgraded or withdrawn thereby.  The bank, trust company, corporation or association serving as Trustee (or the Co-Trustee, as applicable) may have normal banking and trust relationships with the Depositor, the Master Servicer, the Special Servicer and their respective Affiliates but, except to the extent permitted or required by Section 7.02, shall not be an “Affiliate” (as such term is defined in Section III of PTE 2000-58) of the Master Servicer, the Special Servicer, any Sub-Servicer, the Underwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any “Affiliate” (as such term is defined in Section III of PTE 2000-58) of any such Person.

                    Section 8.07.     Resignation and Removal of Trustee or Co-Trustee.

                    (a)          The Trustee (or the Co-Trustee, as applicable) 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, the Swap Counterparty, the Co-Trustee (or the Trustee, as applicable) and to all Certificateholders at their respective addresses set forth in the Certificate Register.  Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee (or co-trustee, as applicable) meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee (or Co-Trustee, as applicable) and to the successor trustee (or co-trustee, as applicable).  A copy of such instrument shall be delivered to the Depositor, the Special Servicer, the Swap Counterparty, the Co-Trustee (or the Trustee, as applicable) and the Certificateholders by the Master Servicer.  If no successor trustee (or co-trustee, as applicable) shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee (or Co-Trustee, as applicable) may petition any court of competent jurisdiction for the appointment of a successor trustee (or co-trustee, as applicable).

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                    (b)          If at any time the Trustee (or the Co-Trustee, as applicable) shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee (or the Co-Trustee, as applicable) shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee (or the Co-Trustee, as applicable) or of its property shall be appointed, or any public officer shall take charge or control of the Trustee (or the Co-Trustee, as applicable) or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee (or the Co-Trustee, as applicable) or Paying Agent (if different from the Trustee (or the Co-Trustee, as applicable)) 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 (or the Co-Trustee’s, as applicable) reasonable control), to timely deliver any report to be delivered by the Trustee (or the Co-Trustee, as applicable) pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days, or if the Trustee (or the Co-Trustee, as applicable) or Paying Agent (if different from the Trustee (or the Co-Trustee, as applicable)) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee (or the Co-Trustee, as applicable) and appoint a successor trustee (or co-trustee, as applicable) if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee (or the Co-Trustee, as applicable) so removed and to the successor trustee (or co-trustee, as applicable).  A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Co-Trustee (or the Trustee, as applicable) and the Certificateholders by the Depositor.

                    (c)          The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee (or the Co-Trustee, as applicable) and appoint a successor trustee (or co-trustee, as applicable), if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee (or the Co-Trustee, as applicable) so removed and one complete set to the successor trustee (or co-trustee, as applicable) so appointed.  A copy of such instrument shall be delivered to the Depositor, the Special Servicer, the Co-Trustee (or the Trustee, as applicable) and the remaining Certificateholders by the successor so appointed.  In the event that the Trustee (or the Co-Trustee, as applicable) is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee (or the Co-Trustee, as applicable)).

                    (d)          Any resignation or removal of the Trustee (or the Co-Trustee, as applicable) and appointment of a successor trustee (or co-trustee, as applicable) pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee (or co-trustee, as applicable) as provided in Section 8.08.

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                    Section 8.08.     Successor Trustee or Co-Trustee.

                    (a)          Any successor trustee (or co-trustee, as applicable) appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer, the Co-Trustee (or the Trustee, as applicable) and to its predecessor trustee (or co-trustee, as applicable) an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee (or co-trustee, as applicable) shall become effective and such successor trustee (or co-trustee, as applicable) 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 (or co-trustee, as applicable) herein.  The predecessor trustee (or co-trustee, as applicable) shall deliver to the successor trustee (or co-trustee, as applicable) 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 (or co-trustee, as applicable)), and the Depositor, the Master Servicer, the Special Servicer, the Co-Trustee (or the Trustee, as applicable) and the predecessor trustee (or co-trustee, as applicable) 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 (or co-trustee, as applicable) all such rights, powers, duties and obligations, and to enable the successor trustee (or co-trustee, as applicable) to perform its obligations hereunder.

                    (b)          No successor trustee (or co-trustee, as applicable) shall accept appointment as provided in this Section 8.08, unless at the time of such acceptance such successor trustee (or co-trustee, as applicable) shall be eligible under the provisions of Section 8.06 and the Rating Agencies have provided confirmation pursuant to such Section.

                    (c)          Upon acceptance of appointment by a successor trustee (or co-trustee, as applicable) as provided in this Section 8.08, such successor trustee (or co-trustee, as applicable) shall mail notice of the succession of such trustee (or co-trustee, as applicable) hereunder to the Depositor and the Certificateholders.

                    Section 8.09.     Merger or Consolidation of Trustee or Co-Trustee.

                    Any entity into which the Trustee (or the Co-Trustee, as applicable) may be merged or converted or with which the Trustee (or the Co-Trustee, as applicable) may be consolidated or any entity resulting from any merger, conversion or consolidation to which the Trustee (or the Co-Trustee, as applicable) shall be a party, or any entity succeeding to the corporate trust business of the Trustee (or the Co-Trustee, as applicable), shall be the successor of the Trustee (or the Co-Trustee, as applicable) hereunder; provided such entity shall be eligible under the provisions of Section 8.06 and the Rating Agencies have provided confirmation pursuant to such Section, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

                    Section 8.10.     Appointment of Additional 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

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property securing the same may at the time be located, the Master Servicer and the Trustee (or the Co-Trustee, as applicable) acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Co-Trustee to act as additional co-trustee or co-trustees, jointly with the Co-Trustee, or approved by the Trustee to act as 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 (or the Co-Trustee, as applicable) may consider necessary or desirable.  If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in case an Event of Default in respect of the Master Servicer shall have occurred and be continuing, the Trustee (or the Co-Trustee, as applicable) alone shall have the power to make such appointment.  No additional 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 additional co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.

                    (b)          In the case of any appointment of an additional co-trustee or a separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee (or the Co-Trustee, as applicable) shall be conferred or imposed upon and exercised or performed by the Trustee (or the Co-Trustee, as applicable) and such separate trustee or additional 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 (or the Co-Trustee, as applicable) hereunder or as successor to the Master Servicer or the Special Servicer hereunder), the Trustee (or the Co-Trustee, as applicable) 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 additional co-trustee at the direction of the Trustee (or the Co-Trustee, as applicable).

                    (c)          Any notice, request or other writing given to the Trustee (or the Co-Trustee, as applicable) shall be deemed to have been given to each of the then separate trustees and additional co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or additional co-trustee shall refer to this Agreement and the conditions of this Article VIII.  Each separate trustee and additional 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 the Co-Trustee, as applicable) 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 (or the Co-Trustee, as applicable).  Every such instrument shall be filed with the Trustee (or the Co-Trustee, as applicable).

                    (d)          Any separate trustee or additional co-trustee may, at any time, constitute the Trustee (or the Co-Trustee, as applicable), 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 additional co-trustee shall cease to exist, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee (or the Co-Trustee, as

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applicable), to the extent permitted by law, without the appointment of a new or successor trustee.

                    (e)          The appointment of an additional co-trustee or a separate trustee under this Section 8.10 shall not relieve the Trustee (or the Co-Trustee, as applicable) of its duties and responsibilities hereunder.

                    Section 8.11.     Appointment of Custodians.

                    (a)          The Trustee may appoint at the Trustee’s expense one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee.  Each Custodian shall be a depository institution supervised and regulated by a federal or state banking authority, shall have combined capital and surplus of at least $10,000,000, shall be qualified to do business in the jurisdiction in which it holds any Mortgage File and shall not be the Depositor, any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan Seller.  Neither the Master Servicer nor the Special Servicer shall have any duty to verify that any such Custodian is qualified to act as such in accordance with the preceding sentence.  Any such appointment of a third party Custodian and the acceptance thereof shall be pursuant to a written agreement, which written agreement shall (i) be consistent with this Agreement in all material respects and requires the Custodian to comply with this Agreement in all material respects and requires the Custodian to comply with all of the applicable conditions of this Agreement; (ii) provide that if the Trustee shall for any reason no longer act in the capacity of Trustee hereunder (including, without limitation, by reason of an Event of Default), the successor trustee or its designee may thereupon assume all of the rights and, except to the extent such obligations arose prior to the date of assumption, obligations of the Custodian under such agreement or alternatively, may terminate such agreement without cause and without payment of any penalty or termination fee; and (iii) not permit the Custodian any rights of indemnification that may be satisfied out of assets of the Trust Fund.  The appointment of one or more Custodians shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of any Custodian.  The initial Custodian shall be the Trustee.  Notwithstanding anything herein to the contrary, if the Trustee is no longer the Custodian, any provision or requirement herein requiring notice or any information or documentation to be provided to the Custodian shall be construed to require that such notice, information or documents also be provided to the Trustee.  Any Custodian hereunder (other than the Trustee) shall at all times maintain a fidelity bond and errors and omissions policy in amounts customary for custodians performing duties similar to those set forth in this Agreement.

                    (b)          For so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust Fund, the Custodian shall not utilize any Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB. The Custodian shall indemnify the Depositor, the Sponsors and any director, officer, employee or agent of the Depositor or the Sponsors and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to the breach by the Custodian of its obligation set forth in the preceding sentence or the failure of the Custodian to perform any of its obligations under Section 3.13.  This indemnity

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shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian.

                    Section 8.12.     Appointment of Authenticating Agents.

                    (a)          The Trustee may at the Trustee’s expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates.  The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein.  Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities.  Each Authenticating Agent shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder.  The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent.  Xxxxx Fargo Bank, N.A. shall be the initial Authenticating Agent.  If Xxxxx Fargo Bank, N.A. is removed as Trustee, then Xxxxx Fargo Bank, N.A. shall be terminated as Authenticating Agent.  If the Authenticating Agent (other than Xxxxx Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof.  In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof.  Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.

                    (b)          Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

                    (c)          Any Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Certificate Registrar, the Master Servicer, the Special Servicer and the Depositor.  The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, the Master Servicer, the Certificate Registrar and the Depositor.  Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.12, the Trustee may appoint a successor Authenticating Agent, in which case the Trustee shall given written notice of such appointment to the Master Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided, however, that no successor Authenticating Agent shall be appointed

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unless eligible under the provisions of this Section 8.12.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.  No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.

                    Section 8.13.     Access to Certain Information.

                    The Trustee shall afford to the Master Servicer, the Special Servicer, each Rating Agency and the Depositor, any Certificateholder and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation regarding the Mortgage Loans within its control that may be required to be provided by this Agreement or by applicable law.  Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee designated by it.  Upon request and with the consent of the Depositor and at the cost of the requesting Party, the Trustee shall provide copies of such documentation to the Depositor, any Certificateholder and to the OTS, the FDIC and any other bank or insurance regulatory authority that may exercise authority over any Certificateholder.

                    Section 8.14.     Appointment of REMIC Administrators.

                    (a)          The Trustee may appoint at the Trustee’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Trustee in performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein.  The Trustee shall cause any such REMIC Administrator to execute and deliver to the Trustee an instrument in which such REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein.  The appointment of a REMIC Administrator shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the REMIC Administrator.  Each REMIC Administrator must be acceptable to the Trustee and must be organized and doing business under the laws of the United States of America or of any State and be subject to supervision or examination by federal or state authorities.  In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof.  If Xxxxx Fargo Bank, N.A. is removed as Trustee, then Xxxxx Fargo Bank, N.A. shall be terminated as REMIC Administrator.

                    (b)          Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of any paper or any further act on the part of the Trustee or the REMIC Administrator.

                    (c)          Any REMIC Administrator may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee the Certificate Registrar, the Trustee, the Master Servicer, the Special Servicer and the Depositor.  The Trustee may at any time terminate the agency of any REMIC Administrator by giving written notice of termination

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to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor.  Upon receiving a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions of this Section 8.14, the Trustee may appoint a successor REMIC Administrator, in which case the Trustee shall given written notice of such appointment to the Master Servicer and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided, however, that no successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 8.14.  Any successor REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as REMIC Administrator.  No REMIC Administrator shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.

                    Section 8.15.     Representations and Warranties of Trustee.

                    The Trustee hereby represents and warrants to the Master Servicer, the Special Servicer, the Co-Trustee and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that:

          (i)          The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States 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 a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

          (iii)        Except to the extent that the laws of certain jurisdictions in which any part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

          (iv)         This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof (including with respect to any advancing obligations hereunder), subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

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          (v)          The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement.

          (vi)         No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee that, if determined adversely to the Trustee, would prohibit the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Trustee to perform its obligations under this Agreement.

          (vii)        Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective.

                    Section 8.16.     Representations and Warranties of Co-Trustee.

                    The Co-Trustee hereby represents and warrants to the Master Servicer, the Special Servicer, the Trustee and the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that:

          (i)          The Co-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 Co-Trustee, and the performance and compliance with the terms of this Agreement by the Co-Trustee, will not violate the Co-Trustee’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

          (iii)        Except to the extent that the laws of certain jurisdictions in which any part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Co-Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

          (iv)         This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Co-Trustee, enforceable against the Co-Trustee in accordance with the terms hereof (including with respect to any advancing obligations hereunder), subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the

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enforcement of creditors’ rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

          (v)          The Co-Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Co-Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Co-Trustee to perform its obligations under this Agreement.

          (vi)         No litigation is pending or, to the best of the Co-Trustee’s knowledge, threatened against the Co-Trustee that, if determined adversely to the Co-Trustee, would prohibit the Co-Trustee from entering into this Agreement or, in the Co-Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Co-Trustee to perform its obligations under this Agreement.

          (vii)        Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Co-Trustee of or compliance by the Co-Trustee with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective.

                    Section 8.17.     Appointment of the Paying Agent.

                    The Trustee may appoint a Paying Agent for the purpose of making distributions to Certificateholders hereunder.  The Trustee shall cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for the payment to Certificateholders in an Eligible Account in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to the Certificateholders.  All funds remitted by the Trustee or the Master Servicer to any such Paying Agent for the purpose of making distributions shall be paid to Certificateholders on each Distribution Date and any amounts not so paid shall be returned on such Distribution Date to the Trustee or the Master Servicer, as applicable.  Any Paying Agent shall be either a bank or a trust company or otherwise authorized under law to exercise corporate trust powers and shall have a short-term debt rating of at least “A-1” and a long-term debt rating of at least “A-” by S&P or a rating of at least “A” by Fitch or a rating of at least “A2” (or its equivalent) by Xxxxx’x or such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies.  Any such appointment of a third party Paying Agent and the acceptance thereof shall be pursuant to a written agreement, which written agreement shall (i) be consistent with this Agreement in all material respects and requires the Paying Agent to comply with this Agreement in all material respects and requires the Paying Agent to comply with all of the applicable conditions of this Agreement; (ii) provide that if the Trustee shall for any reason no longer act in the capacity of Trustee hereunder (including, without limitation, by reason of an Event of Default), the successor trustee or its designee may (A) thereupon assume all of the rights and,

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except to the extent they arose prior to the date of assumption, obligations of the Paying Agent under such agreement or (B) terminate such agreement without cause and without payment of any penalty or termination fee; and (iii) not permit the Paying Agent any rights or indemnification that may be satisfied out of assets of the Trust Fund.  The appointment of any Paying Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of any Paying Agent to the extent such Paying Agent would have been responsible pursuant to the terms hereof.  The initial Paying Agent shall be the Trustee.  Notwithstanding anything herein to the contrary, if the Trustee is no longer the Paying Agent, any provision or requirement herein requiring notice or any information to be provided to the Paying Agent shall be construed to require that such notice, information or documentation also be provided to the Trustee.  If the Trustee appoints a Paying Agent other than the Trustee, the Trustee shall promptly notify the Master Servicer of such appointment and give to the Master Servicer the Paying Agent’s wiring instructions and notice address.

                    Section 8.18.     Reports to the Securities and Exchange Commission; Available Information.

                    (a)          Intent of Parties.  The parties hereto acknowledge and agree that the purpose of this Section 8.18 is to facilitate and allow compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.  The Depositor, the Trustee or the Master Servicer shall not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith or for purposes other than compliance with the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act or the rules and regulations of the Commission thereunder; provided, however, that in all instances the reports and certificates contemplated by Sections 3.13 and 3.14 shall be provided to the Rating Agencies as required thereunder.  The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor, the Trustee or the Master Servicer in reasonable good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  The Master Servicer, the Special Servicer, any Sub-Servicer, the Trustee and the Co-Trustee shall cooperate fully with the Depositor, the Trustee or the Master Servicer, as applicable, to deliver to the Depositor, the Trustee, the Co-Trustee or the Master Servicer, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Depositor, the Trustee, the Co-Trustee or the Master Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, any Additional Servicer, any Sub-Servicer, any Subcontractor, the Trustee and the Co-Trustee, as applicable, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Master Servicer, as applicable, to be necessary in order to effect such compliance.  The Master Servicer, the Special Servicer, the Trustee, the Co-Trustee and any Sub-Servicer shall have a reasonable period of time to comply with any request made under this Section 8.18(a) but in any event, shall, upon reasonable advance request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements.

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                    (b)          Filing Requirements.  The Master Servicer, the Special Servicer, the Trustee and the Co-Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust Fund’s reporting requirements under the Exchange Act.  Pursuant to Sections 8.18(h), 8.18(i) and 8.18(j) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.

          (i)          In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, to the extent such party failed to provide any required disclosure information, the Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission.  In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such Rule.  In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund.  In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and any other parties as needed and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement.  Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor.  The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section.  The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

                    (c)          The Master Servicer, the Special Servicer, any Servicing Participant, the Trustee and the Co-Trustee, as applicable, shall (i) upon written request of the Depositor, confirm in writing within 5 Business Days of receipt of such request that the following is true and correct, or if it is not true and correct to provide reasonable adequate disclosure of the pertinent facts, in writing, to the Depositor of any of the following, and (ii) as promptly as practicable following the Master Servicer, Special Servicer, Trustee or Co-Trustee (in each case

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on behalf of itself and any of its Sub-Servicers or Servicing Participants) obtaining actual knowledge shall use commercially reasonable efforts to notify the Depositor that any of the following is not true and correct:  (A) the Master Servicer, the Special Servicer, the Trustee or the Co-Trustee, as applicable, has not been terminated as servicer or trustee in a commercial mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger, other than as disclosed in the Prospectus Supplement; (B) no material noncompliance with the applicable Servicing Criteria with respect to other securitizations of commercial mortgage loans involving the Master Servicer, the Special Servicer, the Trustee or the Co-Trustee, as applicable, as servicer or trustee has been disclosed or reported by the Master Servicer, the Special Servicer, the Trustee or the Co-Trustee, as applicable, other than as disclosed in the Prospectus Supplement; (C) no material changes to the Master Servicer’s, the Special Servicer’s, the Trustee’s or the Co-Trustee’s, as applicable, policies or procedures with respect to the servicing function or trustee function it will perform under this Agreement for commercial mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date, other than as disclosed in the Prospectus Supplement; (D) there is no material risk that any aspects of the Master Servicer’s, the Special Servicer’s, the Trustee’s or the Co- or the Trustee’s, as applicable, financial condition could have a material impact on the performance of the Mortgage Loans or the Certificates, other than as disclosed in the Prospectus Supplement; (E) there are no legal or governmental proceedings pending (or known to be contemplated) against the Master Servicer, the Special Servicer, the Trustee, the Co-Trustee or any Sub-Servicer, as applicable, that would be material to Certificateholders other than as disclosed in the Prospectus Supplement; and (F) there are no affiliations, relationships or transactions relating to the Master Servicer, the Special Servicer, the Trustee or any Sub-Servicer, as applicable, with respect to the issuance of the Certificates and any party thereto identified by the Depositor of a type described in Item 1119 of Regulation AB other than as disclosed in the Prospectus Supplement.

                    (d)          Pursuant to the 2006-C27 Pooling and Servicing Agreement, the Trustee shall cooperate with the 2006 C27 Master Servicer and the 2006 C26 Special Servicer in establishing the time periods for preparation of the Form 10-D reports for the documentation of the requirements of Regulation AB with respect to the RLJ Hotel Pool Loan and the 000-000 Xxxxxxx Xxxxxx Loan (until January 30 of the first year in which the Trustee files a Form 15 Suspension Notice with respect to the Trust Fund).  On or before the Closing Date, the Trustee shall contact the 2006-C27 Special Servicer to establish such time periods for preparation of the Form 10-D.  The Depositor shall cooperate with the Trustee and take part in any telephone conferences or other forms of reasonable communication with the 2006-C27 Master Servicer and the 2006-C27 Special Servicer, as applicable, to establish such time periods for preparation of the Form 10-D.

                    (e)          Pursuant to the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement, the Trustee shall cooperate with the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 and the X.X. Xxxxxx 2006-LDP8 Special Servicer in establishing the time periods for preparation of the Form 10-D reports for the documentation of the requirements of Regulation AB with respect to The Gas Company Tower Loan (until January 30 of the first year in which the Trustee files a Form 15 Suspension Notice with respect to the Trust Fund).  On or before the Closing Date, the Trustee shall contact the X.X. Xxxxxx 2006-LDP8 Special Servicer to establish such time periods for preparation of the Form 10-D.  The Depositor shall cooperate with the Trustee

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and take part in any telephone conferences or other forms of reasonable communication with the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 and the X.X. Xxxxxx 2006-LDP8 Special Servicer, as applicable, to establish such time periods for the preparation of the Form 10-D.

                    (f)          Succession; Subcontractors.  As a condition to the succession to the Master Servicer, Special Servicer or any Servicing Participant as servicer or Sub-Servicer under this Agreement or any Sub-Servicing Agreement by any Person (i) into which the Master Servicer and Special Servicer or such Servicing Participant may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, Special Servicer or any Servicing Participant, the Master Servicer or Special Servicer, as applicable, shall provide to the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information necessary to comply with the reporting requirements of Section 8.18(j) hereof.

                    (g)          [Reserved].

                    (h)          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 represents to the Trustee that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Trustee in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any such report.  Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act.  The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto.  Any necessary disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U to the Depositor and the Trustee and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval or as set forth in the next paragraph.

                    For so long as the Trust Fund is subject to the reporting requirements of the Exchange Act, within 5 calendar days after the related Distribution Date, (i) the parties listed on Exhibit U hereto shall be required to provide to the Trustee and the Depositor, to the extent a responsible officer has actual knowledge thereof, in XXXXX-compatible format, or in such other format as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure described on Exhibit U applicable to such party, (ii) the parties listed on Exhibit U hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the

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inclusion of the Additional Form 10-D Disclosure on Form 10-D.  The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.  The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

                    After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Depositor for review and execution.  Within two Business Days after receipt of such copy, but no later than the 12^th calendar day after the Distribution Date, the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee.  If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in Section 8.18(b)(ii).  Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trustee.  The signing party at the Depositor can be contacted at Wachovia Commercial Mortgage Securities, Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention:  Xxxxxxx Xxxxxxxx, Managing Director, Xxxxxxxxx Xxxxxxx, Vice President, X. Xxxxx Xxxx, Jr., Vice President, Xxxx Xxxxxxxx, Esq., Senior Vice President and Assistant General Counsel.  The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 10-D is dependent on such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.18(h).  The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

                    (i)          Form 8-K Filings.  Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates.  Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (other than the initial Form 8-K) (“Form 8-K Disclosure Information”) shall be determined and prepared by or at the direction of the Depositor pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit X to the Depositor and the Trustee and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information absent such reporting, direction and approval or as set forth in the next paragraph.  The Trustee has no duty under this Agreement to enforce the performance by the parties listed on Exhibit X of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.

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                    For so long as the Trust Fund is subject to the reporting requirements of the Exchange Act, no later than Noon (Eastern Time) on the second Business Day after the occurrence of a Reportable Event (i) the parties listed on Exhibit X hereto shall be required to provide to the Trustee and the Depositor, to the extent a responsible officer has actual knowledge thereof, in XXXXX-compatible format, or in such other format as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Form 8-K Disclosure Information described on Exhibit X applicable to such party, (ii) the parties listed on Exhibit X hereto shall  include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K; provided that to the extent possible, the Trustee shall take commercially reasonable efforts to meet the filing requirements set forth herein notwithstanding the failure of any other party to comply with its delivery requirements in a timely fashion.  The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Trustee in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.

                    After preparing the Form 8-K, the Trustee shall forward, no later than noon (Eastern Time) on the third Business Day after the Reportable Event (but in no event earlier than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph), electronically a copy of the Form 8-K to the Depositor for review.  Promptly, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K.  No later than Noon (Eastern Time) on the 4th Business Day after the Reportable Event, a duly authorized representative of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee.  The Trustee shall file the Form 8-K no later than the close of business on the fourth Business Day; otherwise, if a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in Section 8.18(b)(ii).  Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Trustee.  The signing party at the Depositor can be contacted at Wachovia Commercial Mortgage Securities, Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention:  Managing Director.  The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 8-K is dependent on such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.18(i).  The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.

                    Notwithstanding the timeframe set forth in the second previous paragraph, the Master Servicer, the Special Servicer and the Trustee shall use reasonable efforts to promptly notify (and the Master Servicer and the Special Servicer shall use reasonable efforts to cause each Sub-Servicer and each Servicing Participant with which, in each case, it has entered into a

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relationship with respect to the Mortgage Loans (other than a party to this Agreement) to promptly notify) the Depositor and the Trustee, on the first Business Day after its occurrence, of any Reportable Event of which it has actual knowledge.

                    (j)          Form 10-K Filings.  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 represents to the Trustee that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Trustee in writing, no later than March 15th of any year in which a Form 10-K will be filed in respect of the Trust Fund if the answer to the questions should be “no.” The Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any such report.  Within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2007, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act.  Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement:

          (i)          an annual compliance statement for the Master Servicer, the Special Servicer and each Additional Servicer engaged by the Master Servicer, the Special Servicer or the Trustee, as applicable as described under Section 3.13(b);

          (ii)         (A) the annual reports on assessment of compliance with Relevant Servicing Criteria for the Master Servicer, the Special Servicer, each Additional Servicer, each Sub-Servicer and the Trustee, and any Servicing Participant engaged by such parties, as described under Section 3.13(a), and (B) if any such report on assessment of compliance with Relevant Servicing Criteria described under Section 3.13(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance with Relevant Servicing Criteria described under Section 3.13(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;

          (iii)        (A) the registered public accounting firm attestation report for the Master Servicer, the Special Servicer, each Additional Servicer, the Trustee, each Sub-Servicer engaged by the Master Servicer or Special Servicer and any Servicing Participant engaged by such parties, as described under Section 3.14, and (B) if any registered public accounting firm attestation report described under Section 3.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included; and

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          (iv)        a certification in the form attached hereto as Exhibit O, with such changes as may be necessary or appropriate as a result of changes promulgated by the Commission (the “Xxxxxxxx-Xxxxx Certification”), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization.

                    Any disclosure or information in addition to (ii) through (v) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit W to the Depositor and the Trustee and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting, direction and approval or as set forth in the next paragraph.

                    For so long as the Trust Fund is subject to the reporting requirements of the Exchange Act, no later than March 15, commencing in March 2007 (i) the parties listed on Exhibit W hereto shall be required to provide to the Trustee and the Depositor, to the extent a responsible officer has actual knowledge thereof, in XXXXX-compatible format, or in such other format as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Exhibit W applicable to such party, (ii) the parties listed on Exhibit W hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K.  The Trustee has no duty under this Agreement to enforce the performance by the parties listed on Exhibit W of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.  The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

                    After preparing the Form 10-K, the Trustee shall forward electronically a copy of the Form 10-K to the Depositor for review no later than March 23^rd of each year in which the Trust Fund is required to file a Form 10-K.  Within three (3) Business Days after receipt of such copy, but no later than March 25^th, the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K.  No later than end of business Eastern Time on the 4^th Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor in charge of securitization shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee.  If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in Section 8.18(b)(ii).  Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Trustee.  The signing party at the Depositor can be contacted at Wachovia Commercial Mortgage Securities, Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxx, Managing Director, Xxxxxxxxx Xxxxxxx, Vice President, X. Xxxxx Xxxx, Jr., Vice President, Xxxx Xxxxxxxx, Esq., Senior Vice President and Assistant General Counsel.  The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 10-K is dependent on such parties (and any Additional Servicer or Servicing Participant) observing all applicable deadlines in the

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performance of their duties under this Section 8.18(j), Section 3.13 and Section 3.14.  The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.

                    In the event the Master Servicer, the Special Servicer, the Trustee or the Co-Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Participant engaged by it to provide, and the Master Servicer shall use its reasonable efforts to cause any Additional Servicer to provide, a Back-Up Certification to the Certifying Person pursuant to this Section 8.18(j) with respect to the period of time that the Master Servicer, the Special Servicer or the Trustee was subject to this Agreement.

                    Each of the parties acknowledges and agrees that one of the purposes of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB.  Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Depositor for delivery of additional or different information as the Trustee or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

                    (k)          Indemnification.  (i) The Trustee shall indemnify and hold harmless the Depositor, the Master Servicer, the Special Servicer and any Servicing Participant and each of their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee’s obligations under Sections 3.13, 3.14 or 8.18, and (ii) the Master Servicer, Special Servicer, the Co-Trustee and any Servicing Participant shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of each of the Master Servicer, the Special Servicer, the Co-Trustee and any Servicing Participant, each of the other such parties, and all their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach (following the expiration of any applicable notice, grace and cure periods) of the Master Servicer’s, Special Servicer’s, Co-Trustee’s or Servicing Participant’s obligations, as the case may be, under Sections 3.13, 3.14 or 8.18.  If the indemnification provided for herein is unavailable or insufficient to hold harmless any party receiving the benefit of such indemnification (an “Indemnified Party”), then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Indemnified Party as a result of the losses, claims, damages or liabilities of such party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Trustee on the other in

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connection with a breach (following the expiration of any applicable grace periods) of the Trustee’s obligations under Sections 3.13, 3.14 or 8.18, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable to the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Master Servicer on the other in connection with a breach (following the expiration of any applicable grace periods) of the Master Servicer’s obligations under Sections 3.13, 3.14 or 8.18, (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Special Servicer on the other in connection with a breach (following the expiration of any applicable grace periods) of the Special Servicer’s obligations under Sections 3.13, 3.14 or 8.18, and (iv) the Master Servicer, the Special Servicer or the Trustee, as applicable, shall use its best efforts to cause any Servicing Participant engaged by it to contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and such Servicing Participant on the other in connection with a breach (following the expiration of any applicable grace periods) of such Servicing Participant’s obligations under Sections 3.13, 3.14 or 8.18.  Notwithstanding the foregoing, none of the Trustee, the Co-Trustee, the Master Servicer, the Special Servicer or any Servicing Participant shall be deemed to not be in compliance under this Agreement for purposes of this Section 8.18(l), for failing to deliver any item required under Section 8.18 by the time required hereunder with respect to any reporting period for which the Trust Fund is not required to file Exchange Act reports (which reporting periods will include any occurring after the Trustee files the Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust Fund under the Exchange Act).

                    (l)          Form 15 Filing.  On or prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall prepare and file a Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust Fund under the Exchange Act.  If at the beginning of any fiscal year for the Trust Fund after the filing of a Form 15 Suspension Notification, the number of holders of record of the Certificates exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust Fund to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to this Section 8.18 and each of the Master Servicer, the Special Servicer and the Trustee and any other Person specified herein shall again be subject to the delivery and notice requirements set forth herein regarding the Depositor’s compliance with Exchange Act reporting requirements; provided that if the Trustee re-commences the preparing and filing of Exchange Act reports, it may, as soon as permitted by the Exchange Act, file another Form 15 Suspension Notification.

                    (m)          Xxxxxxxx-Xxxxx Certification.  Each Form 10-K shall include a Xxxxxxxx-Xxxxx Certification in the form attached as Exhibit O required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act.  The Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall, and the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall cause each Servicing Participant with which it has entered into a servicing

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relationship with respect to the Mortgage Loans to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”) a certification in the form attached hereto as Exhibit Q-1 and Exhibit Q-2, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely.  In addition, in the event that the Prime Outlets Pool II Pari Passu Companion Loan is deposited into a commercial mortgage securitization, each Reporting Party shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to the other related securitization a Performance Certification (in the form attached hereto as Exhibit Q-3) (which shall address the matters contained in the Performance Certification, but solely with respect to the Prime Outlets Pool II 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.  The senior officer in charge of the Depositor shall serve as the Certifying Person on behalf of the Trust Fund.  In addition, each Reporting Party shall execute a reasonable reliance certificate to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 3.13(a), (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 3.13(b) and (iii) accountant’s report provided pursuant to Section 3.14, and shall include a certification that each such annual compliance statement or report discloses any material instances of non-compliance described to the registered public accountants of such Reporting Party to enable such accountants to render the certificates provided for in Section 3.14.  In the event any Reporting Party is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Party shall provide a certification to the Certifying Person pursuant to this Section 8.18(m) with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.

                    With respect to any notice required to be delivered by the Trustee to the Depositor pursuant to this Section 8.18, the Trustee may deliver such notice, notwithstanding any contrary provision in Section 11.05, via facsimile to (000) 000-0000, via email to xxxxxxx.xxxxxxxx@xxxxxxxx.xxx and xxxxx.xxxx@xxxxxxxx.xxx or via telephone by calling (000) 000-0000.  With respect to any notice required to be delivered by the Trustee to the Special Servicer pursuant to this Section 8.18, the Trustee may deliver such notice, notwithstanding any contrary provision in Section 11.05, via facsimile to CWCapital Asset Management LLC at (000) 000-0000, via email to xxxxxxxxxx@xxxxxxxxx.xxx and xxxxx@xxxxxxxxx.xxx or via telephone by calling (000) 000-0000.

                    (n)          If the Newport Bluffs Pari Passu Companion Loan or the 311 South Xxxxxx Xxxx Passu Companion Loan is then included in a securitization, the Master Servicer and the Special Servicer shall reasonably cooperate with the related trustee, depositor, master servicer and special servicer with respect to such securitization(s) in connection with the reporting requirements under the Exchange Act and shall provide such certifications (including without limitation back-up certificates relating to the requirements of the Xxxxxxxx-Xxxxx Act) as reasonably requested; provided that no such cooperation shall materially increase the obligations of the Master Servicer and/or the Special Servicer under this Agreement.

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                    (o)          Amendments.  Sections 3.13, 3.14 and 8.18 may be amended by the written consent of the parties hereto pursuant to Section 11.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities market and the Xxxxxxxx-Xxxxx Act or for purposes of designating the Certifying Person without any Opinions of Counsel, Officer’s Certificates, Rating Agency confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections 3.13 and 3.14 shall not be eliminated. 

                    Section 8.19.     Maintenance of Mortgage File. 

                    Except for the release of items in the Mortgage File contemplated by this Agreement, including, without limitation, as necessary for the enforcement of the holder’s rights and remedies under the related Mortgage Loan, the Trustee covenants and agrees that it shall maintain each Mortgage File in the State of Minnesota, and that it shall not move any Mortgage File outside the State of Minnesota, other than as specifically provided for in this Agreement, unless it shall first obtain and provide, at the expense of the Trustee, an Opinion of Counsel to the Depositor and the Rating Agencies to the effect that the Trustee’s first priority interest in the Mortgage Notes has been duly and fully perfected under the applicable laws and regulations of such other jurisdiction.

ARTICLE IX.

TERMINATION

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

                    Subject to Section 9.02, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer and the Trustee (other than the obligations of the Trustee on behalf of the Trust Fund to provide for and make payments to Certificateholders as hereafter set forth) shall terminate upon payment (or provision for payment) (i) to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so paid on the Distribution Date following the earlier to occur of (A) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder of all Mortgage Loans (including the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component), the REO Loans related to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, if any, and each REO Property remaining in REMIC I at a price equal to (1) the aggregate Purchase Price of all the Mortgage Loans (including the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) included in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I, plus (2) the appraised value of the Trust Fund’s interest in each REO Property (other than the REO Property related to the Four Seasons Resort and Club - Dallas, TX Loan and the Trust Fund’s beneficial interest in any REO Property related to a Non-Serviced Mortgage Loan), if any, included in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I, such appraisal to be conducted by an Independent Appraiser selected by the Master Servicer and approved by the Trustee plus (3) with respect to any REO Property related to the X.X. Xxxxxx

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2006-LDP8 Serviced Mortgage Loan or the 2006-C27 Serviced Mortgage Loans, the pro rata portion of the appraised value of such REO Property (based on an appraisal conducted in accordance with the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement and the 2006-C27 Pooling and Servicing Agreement of the Mortgaged Property owned by the X.X. Xxxxxx 2006-LDP8 Trustee and the 2006-C27 Trustee, as applicable, on behalf of the owners thereof), based on the outstanding principal balances of the notes constituting The Gas Company Tower Whole Loan, the RLJ Hotel Pool Whole Loan or the 500–000 Xxxxxxx Xxxxxx Whole Loan, as the case may be, minus (4) if the purchaser is the Master Servicer, the aggregate amount of unreimbursed Advances made by the Master Servicer, together with any interest accrued and payable to the Master Servicer in respect of unreimbursed Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Master Servicing Fees remaining outstanding (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase), and (B) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I, and (ii) to the Trustee, the Master Servicer, the Special Servicer and the officers, directors, employees and agents of each of them of all amounts which may have become due and owing to any of them hereunder; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof.

                    Subject in each case to the terms of the related Intercreditor Agreement, the obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Co-Lender Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or for the benefit of the Trust Fund or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.

                    The Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder may at its option elect to purchase all of the Mortgage Loans and the Trust Fund’s interest in each REO Property remaining in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I as contemplated by clause (i) of the preceding paragraph by giving written notice to the other parties hereto no later than 60 days prior to the anticipated date of purchase; provided, however, that (i) the aggregate Stated Principal Balance of the Mortgage Pool at the time of such election is less than 1.0% of the aggregate Cut-Off Date Balances of the Mortgage Loans, and (ii) the Master Servicer shall not have the right to effect such a purchase if, within 30 days following the Master Servicer’s delivery of a notice of election pursuant to this paragraph, the Special Servicer or the Majority Subordinate Certificateholder shall give notice of its election to purchase all of the Mortgage Loans and each REO Property remaining in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I and shall thereafter effect

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such purchase in accordance with the terms hereof.  The Master Servicer or the Special Servicer shall not have the right to effect such a purchase if, within 30 days following the Master Servicer’s or the Special Servicer’s delivery of a notice of election pursuant to this paragraph, the Majority Subordinate Certificateholder shall give notice of its election to purchase all of the Mortgage Loans and the Trust Fund’s interest in each REO Property remaining in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I and shall thereafter effect such purchase in accordance with the terms hereof.  If the Trust Fund is to be terminated in connection with the Master Servicer’s, the Special Servicer’s or the Majority Subordinate Certificateholder’s purchase of all of the Mortgage Loans and the Trust Fund’s interest in each REO Property remaining in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder, as applicable, shall deliver to the Paying Agent for deposit in the Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur an amount in immediately available funds equal to the above-described purchase price.  In addition, the Master Servicer shall transfer to the Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from the Certificate Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Certificate Account that would otherwise be held for future distribution.  Upon confirmation that such final deposit has been made, the Trustee shall release or cause to be released to the Master Servicer, the Special Servicer, the Majority Subordinate Certificateholder, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder, as applicable, as shall be necessary to effectuate the transfer of the Mortgage Loans and REO Properties to the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder (or their respective designees), and, in the case of a Loan Pair, to the related Companion Holder, as applicable.  Any transfer of Mortgage Loans to the Depositor pursuant to this paragraph shall be on a servicing-released basis.

                    Notice of any termination shall be given promptly by the Trustee by letter to the Certificateholders and the Swap Counterparty mailed (a) if such notice is given in connection with the Master Servicer’s, the Special Servicer’s or the Majority Subordinate Certificateholder’s purchase of the Mortgage Loans and the Trust Fund’s interest in each REO Property remaining in the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein designated.  The Trustee shall give such notice to the Master Servicer, the Special Servicer and the Depositor at the time such notice is given to Certificateholders.

                    Upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Distribution Account that are allocable to payments on the Class of Certificates so presented and surrendered.  Amounts on deposit in the Distribution Account (or, in the case of the Class A-4FL Certificates, amounts then on deposit in the Floating Rate Account after payment of the Net Swap Payment to the Swap Counterparty as specified in Section 4.01) as of the final Distribution Date, exclusive of any portion thereof that would be payable to any Person in accordance with clauses (ii) through (vii) of Section 3.05(b),

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including any portion thereof that represents Prepayment Premiums and Yield Maintenance Charges, shall be (i) deemed distributed in respect of the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests and REMIC I Regular Interests and distributed to the Class R-I Certificates in accordance with Section 4.01(b), Section 4.01(h), Section 4.01(i) and Section 4.01(l) and (ii) distributed to the REMIC II Certificates and the Class A-4FL Certificates in the order of priority set forth in Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d), Section 4.01(i) and Section 4.01(l) in each case, to the extent of remaining available funds.

                    On or after the Final Distribution Date, upon presentation and surrender of the Class Certificates, the Paying Agent shall distribute to the Class Z Certificateholders any amount then on deposit in the Additional Interest Account that was paid on a Mortgage Loan. 

                    Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent, directly or through an agent, shall take such reasonable steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate, and shall deal with all such unclaimed amounts in accordance with applicable law.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder.

                    After the Registered Certificates and the Class A-1A Certificates have been paid in full and the remaining outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder, such Certificateholder shall have the right to exchange all of the Certificates held thereby for all of the Mortgage Loans and the Trust Fund’s interest in each REO Property remaining in the Trust Fund by giving written notice to all parties hereto no later than 30 days prior to the anticipated date of exchange; provided, however that with respect to the Four Seasons Resort and Club - Dallas, TX Loan, contemporaneously with such exchange for the Mortgage Loans, the holder of the Class FS Certificates and such Certificateholder shall be required to enter into a participation and servicing agreement that provides the holder of the Class FS Certificates substantially the same rights as provided to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component hereunder.

                    In the event that such Certificateholder shall elect to exchange all of the Certificates held thereby for all of the Mortgage Loans held by REMIC I and the Trust Fund’s interest in each REO Property remaining in REMIC I in accordance with the preceding sentence, such Certificateholder, not later than the date on which the final distribution on the Certificates is

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to occur, shall deposit in the Certificate Account an amount in immediately available funds equal to all amounts then due and owing to the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar and/or the REMIC Administrator hereunder.  Upon confirmation that such final deposits have been made and following the surrender of all the Certificates held by such Certificateholder on the final Distribution Date, the Custodian, on behalf of the Trustee, shall release or cause to be released to such Certificateholder the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments furnished to it by such Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.  Thereafter, the Trust Fund, other than the Four Seasons Resort and Club - Dallas, TX Loan REMIC, and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator (other than annual tax returns and maintenance of books and records and the preparation and filing of final tax returns) and the Paying Agent shall terminate.  Such transfers shall be subject to any rights of any Sub-Servicers to primary service (or to perform select servicing functions with respect to) the Mortgage Loans.  For federal income tax purposes, the Certificateholder shall be deemed to have purchased the assets of REMIC I for an amount equal to the unpaid principal balance, plus accrued unpaid interest, of such Mortgage Loan(s) (other than the defaulted Mortgage Loan(s) or the Trust Fund’s interest in such REO Property in REMIC I, and the fair market value of any defaulted Mortgage Loans in REMIC I or the Trust Fund’s interest in an REO Property in REMIC I, without duplication of amounts deposited pursuant to the fourth preceding sentence of this paragraph, and such amounts shall be deemed to have been paid or distributed in accordance with Section 4.01(a), Section 4.01(b), Section 4.01(h) and Section 4.01(i).

                    In the case of any Loan Pair, references in this Section 9.01 and Section 9.02 to “REO Property” shall include only the Trust’s proportionate interest in such REO Property and not the interest of the Companion Holder(s) therein.

                    Section 9.02.     Additional Termination Requirements.

                    (a)          If the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders purchase all of the Mortgage Loans and the Trust Fund’s interest in each REO Property (or beneficial interest in an REO Property related to a Non-Serviced Mortgage Loan) remaining in the Four Seasons Resort and Club - Dallas, TX Loan REMIC (unless earlier termination) and REMIC I as provided in Section 9.01, the Trust Fund (and, accordingly, any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II) shall be terminated in accordance with the following additional requirements, unless the Person effecting the purchase obtains at its own expense and delivers to the Trustee and, in the case of the Depositor, to the Trustee and the Master Servicer, an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 9.02 will not result in the imposition of taxes on “prohibited transactions” of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II as defined in Section 860F of the Code or cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding:

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          (i)          the Trustee shall specify the first day in the 90-day liquidation period in a statement attached to the final Tax Return for the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II pursuant to Treasury Regulations Section 1.860F-1;

          (ii)         during such 90-day liquidation period and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I to the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders, as applicable, for cash; and

          (iii)        at the time of the making of the final payment on the Certificates, the Trustee shall distribute or credit, or cause to be distributed or credited, to the Certificateholders in accordance with Section 9.01 all cash on hand (other than cash retained to meet claims), and the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II shall terminate at that time.

                    (b)          By their acceptance of Certificates, the Holders thereof hereby authorize the Trustee to specify the 90-day liquidation period for the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders.

In the event the Trust Fund is to be terminated while the Swap Contract is still in effect, the Paying Agent shall promptly notify the applicable Swap Counterparty in writing of the date on which the Trust Fund is to be terminated and the notional amount of the applicable Swap Contract will be reduced to zero on such date.  Based on the date of termination, the Paying Agent shall calculate the Net Swap Payment, if any, as specified in Section 3.31, and prior to any final distribution to the Holders of the Class A-4FL Certificates pursuant to Section 9.01, shall pay such Net Swap Payment, if any, to the related Swap Counterparty.  In the event that any fees (including termination fees) will be payable to the Swap Counterparty in connection with such termination, such fees will be payable to the Swap Counterparty solely from amounts remaining in the applicable Floating Rate Account after all distributions, to the Class A-4FL Certificates are made pursuant to Section 9.01.

ARTICLE X.

ADDITIONAL TAX PROVISIONS

                    Section 10.01.     REMIC Administration.

                    (a)          The REMIC Administrator shall elect to treat each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II as a REMIC under the Code and, if necessary, under applicable state law.  Each such election will be made on Form 1066 or other appropriate federal or state Tax Returns for the taxable year ending December 31, 2006, in the case of each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II.

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                    (b)          The Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests, the REMIC I Regular Interests and the Regular Certificates and the Class A-4FL Regular Interest (other than the Class IO Certificates) are hereby designated as “regular interests” (within the meaning of Section 860G(a)(1) of the Code) in the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II, respectively.  Each of the Corresponding Components of Class IO Certificates is hereby designated a “regular interest” in REMIC II and the Class IO Certificates represent such Corresponding Components.  The Class R-I Certificates are hereby designated as the single class of “residual interests” (within the meaning of Section 860G(a)(2) of the Code) in each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC and REMIC I, and the Class R-II Certificates are hereby designated as the single class of “residual interests” (within the meaning of Section 860G(a)(2) of the Code) in REMIC II.  None of the Master Servicer, the Special Servicer or the Trustee shall (to the extent within its control) permit the creation of any other “interests” in any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II (within the meaning of Treasury regulation Section 1.860D-1(b)(1)).

                    (c)          The Closing Date is hereby designated as the “startup day” of each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the Code.  The “latest possible maturity date” of the Four Seasons Resort and Club - Dallas, TX Loan REMIC Regular Interests, REMIC I Regular Interests and the Regular Certificates for purposes of the REMIC Provisions shall be the Rated Final Distribution Date.

                    (d)          The related Plurality Residual Certificateholder as to the applicable taxable year is hereby designated as the Tax Matters Person of each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II, and shall act on behalf of the related REMIC in relation to any tax matter or controversy and shall represent the related REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority; provided that the REMIC Administrator is hereby irrevocably appointed to act and shall act as agent and attorney-in-fact for the Tax Matters Person for the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II in the performance of its duties as such.

                    (e)          Except as otherwise provided in Section 3.17(a) and subsections (h) and (i) below, the REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the Internal Revenue Service or state tax authorities, which extraordinary expenses shall be payable or reimbursable to the Trustee from the Trust Fund unless otherwise provided in Section 10.01(g) or 10.01(h)).

                    (f)          Within 30 days after the Closing Date, the REMIC Administrator shall obtain taxpayer identification numbers for the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II by preparing and filing Internal Revenue Service Forms SS-4 and shall prepare and file (if not previously prepared and filed) with the Internal Revenue Service Form 8811, “Information Return for Real Estate Mortgage Investment Conduits

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(REMIC) and Issuers of Collateralized Debt Obligations” for the Trust Fund.  In addition, the REMIC Administrator shall prepare, cause the Trustee to sign and file all of the other Tax Returns in respect of each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II.  The expenses of preparing and filing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor.  The other parties hereto shall provide on a timely basis to the REMIC Administrator or its designee such information with respect to the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II as is in its possession and reasonably requested by the REMIC Administrator to enable it to perform its obligations under this Article.  Without limiting the generality of the foregoing, the Depositor, within ten days following the REMIC Administrator’s request therefor, shall provide in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, as to the valuations and issue prices of the Certificates, and the REMIC Administrator’s duty to perform its reporting and other tax compliance obligations under this Article X shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations.

                    (g)          The REMIC Administrator shall perform on behalf of each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or, with respect to State and Local Taxes, any state or local taxing authority.  Included among such duties, the REMIC Administrator shall provide to:  (i) any Transferor of a Residual Certificate or agent of a Non-Permitted Transferee, such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee; (ii) the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption as required hereunder); and (iii) the Internal Revenue Service, the name, title, address and telephone number of the Person who will serve as the representative of each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II.

                    (h)          The REMIC Administrator shall perform its duties hereunder so as to maintain the status of each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II as a REMIC under the REMIC Provisions (and the Trustee, the Master Servicer and the Special Servicer shall assist the REMIC Administrator to the extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee’s, the Master Servicer’s or the Special Servicer’s possession or control).  None of the REMIC Administrator, Master Servicer, the Special Servicer, or the Trustee shall knowingly take (or cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to take) any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II as a REMIC, or (ii) except as provided in Section 3.17(a), result in the imposition of a tax upon any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II (including, but not limited to, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code or the tax on contributions to a REMIC set forth in Section 860G(d) of the Code

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(any such endangerment or imposition or, except as provided in Section 3.17(a), imposition of a tax, an “Adverse REMIC Event”)), unless the REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the REMIC Administrator seeks to take such action or to refrain from acting for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse REMIC Event.  The REMIC Administrator shall not take any action or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer or the Special Servicer has advised it in writing that either the Master Servicer or the Special Servicer has received or obtained an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action.  In addition, prior to taking any action with respect to any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II, or causing any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to take any action that is not expressly permitted under the terms of this Agreement, the Master Servicer and the Special Servicer shall consult with the REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur.  Neither the Master Servicer nor the Special Servicer shall take any such action or cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to take any such action as to which the REMIC Administrator has advised it in writing that an Adverse REMIC Event could occur, and neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator.  The REMIC Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the Trustee or the REMIC Administrator.  At all times as may be required by the Code, the REMIC Administrator (to the extent it is within its control) shall take all necessary actions within the scope of its responsibilities as more specifically set forth in this Agreement such that it does not cause substantially all of the assets of each of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II to fail to consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.

                    (i)          If any tax is imposed on any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II, including, without limitation, “prohibited transactions” taxes as defined in Section 860F(a)(2) of the Code, any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, any taxes on contributions to any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II after the Startup Day pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code or any applicable provisions of State or Local Tax laws (other than any tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)), such tax, together with all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys’ fees), shall be charged to and paid by:  (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Article X; provided that no liability shall be imposed upon the REMIC Administrator under this clause if another party has responsibility for payment of such tax under clauses (iii) or (v) of this Section; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under

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Article III or this Article X; (iii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Article X; (iv) the Trustee if such tax arises out of or results from a breach by the Trustee of any of its respective obligations under Article IV, Article VIII or this Article X; (v) the Mortgage Loan Seller, if such tax was imposed due to the fact that any of the Mortgage Loans did not, at the time of their transfer to REMIC I, as applicable, constitute a “qualified mortgage” as defined in Section 860G(a)(3) of the Code; or (vi) the Trust Fund, excluding the portion thereof constituting the Additional Interest Grantor Trust, in all other instances.  Any tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to and paid by the Trust Fund.  Any such amounts payable by the Trust Fund shall be paid by the Paying Agent upon the written direction of the REMIC Administrator out of amounts on deposit in the Distribution Account in reduction of the Available Distribution Amount pursuant to Section 3.05(b).

                    (j)          The REMIC Administrator shall, for federal income tax purposes, maintain books and records with respect to the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II on a calendar year and on an accrual basis.

                    (k)          Following the Startup Day, none of the Trustee, the Co-Trustee, the Master Servicer or the Special Servicer shall accept any contributions of assets to any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II unless it shall have received an Opinion of Counsel (at the expense of the party seeking to cause such contribution and in no event at the expense of the Trust Fund or the Trustee) to the effect that the inclusion of such assets in such REMIC will not cause:  (i) such REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding; or (ii) the imposition of any tax on such REMIC under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.

                    (l)          None of the Trustee, the Master Servicer or the Special Servicer shall consent to or, to the extent it is within the control of such Person, permit:  (i) the sale or disposition of any of the Mortgage Loans (except in connection with (A) the default or foreclosure of a Mortgage Loan, including, but not limited to, the sale or other disposition of a Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II, (C) the termination of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I and REMIC II pursuant to Article IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or as contemplated by Article II or III of this Agreement); (ii) the sale or disposition of any investments in the Servicing Accounts, the Interest Reserve Accounts, the Certificate Account, the Distribution Account, the Floating Rate Account, the Companion Distribution Account, the Gain-on-Sale Reserve Account or the REO Account for gain; or (iii) the acquisition of any assets on behalf of any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II (other than (1) a Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure or otherwise in respect of a Defaulted Mortgage Loan, (2) a Qualified Substitute Mortgage Loan pursuant to Article II hereof and (3) Permitted Investments acquired in connection with the investment of funds in the Servicing Accounts, the Interest Reserve Accounts, the Interest Shortfall Account, the Certificate Account, the Distribution Account, the Floating Rate Account, the Companion Distribution Account, the Gain-on-Sale Reserve Account or the REO Account); in any event unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, or acquisition but in no event at the expense

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of the Trust Fund or the Trustee) to the effect that such sale, disposition, or acquisition will not cause:  (x) any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding; or (y) the imposition of any tax on any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.

                    (m)          Except as permitted by Section 3.17(a), none of the Trustee, the Master Servicer and the Special Servicer shall enter into any arrangement by which any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II will receive a fee or other compensation for services nor permit any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

                    Section 10.02.     Administration of the Additional Interest Grantor Trust.

                    (a)          The REMIC Administrator shall treat the Additional Interest Grantor Trust, for tax return preparation purposes, as a grantor trust under the Code and shall treat the Additional Interest, the Additional Interest Account and amounts held from time to time in the Additional Interest Account that represent Additional Interest as separate assets of the Additional Interest Grantor Trust, and not any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I, REMIC II or the Class A-4FL Grantor Trust permitted by Treasury Regulations Section 1.860G-2(i)(1).  The Class Z Certificates are hereby designated as representing an undivided, beneficial interest in Additional Interest payable on the Mortgage Loans and proceeds thereof in the Additional Interest Account.

                    (b)          The REMIC Administrator shall treat the A-4FL Grantor Trust, for tax return preparation purposes, as a grantor trust under the Code and shall treat the Class A-4FL Regular Interest, the Swap Contract and the Floating Rate Account and amounts held from time to time in the Floating Rate Account as separate assets of the A-4FL Grantor Trust, and not any of the Woodlands Mall Loan REMIC, REMIC I, REMIC II or the Additional Interest Grantor Trust, as permitted by Treasury Regulations Section 1.860G-2(i)(1).  The Class A-4FL Certificates are hereby designated as representing an undivided, beneficial interest in the A-4FL Grantor Trust Assets.

                    (c)          [Reserved].

                    (d)          The REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to the Grantor Trusts (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the Internal Revenue Service or state tax authorities which extraordinary expenses shall be payable or reimbursable to the REMIC Administrator from the Trust Fund unless otherwise provided in Section 10.02(f) or 10.02(g)).

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                    (e)          The REMIC Administrator shall prepare, cause the Trustee to sign and file when due all of the Tax Returns in respect of the Grantor Trusts.  The expenses of preparing and filing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor.  The other parties hereto shall provide on a timely basis to the REMIC Administrator or its designee such information with respect to the Additional Interest Grantor Trust as is in its possession and reasonably requested by the REMIC Administrator to enable it to perform its obligations under this Section 10.02.  Without limiting the generality of the foregoing, the Depositor, within ten days following the REMIC Administrator’s request therefor, shall provide in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, and the REMIC Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations.

                    (f)          The REMIC Administrator shall furnish or cause to be furnished to the Class Z Certificateholders and the Class A-4FL Certificateholders on the cash or accrual method of accounting, as applicable, such information as to their respective portions of the income and expenses of the Grantor Trusts, at the time and in the manner required under the Code, and shall perform on behalf of the Grantor Trusts all reporting and other tax compliance duties that are required in respect thereof under the Code, the Grantor Trust Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority.

                    (g)          The REMIC Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trusts as grantor trusts under the Grantor Trust Provisions (and the Trustee, the Co-Trustee, the Master Servicer and the Special Servicer shall assist the REMIC Administrator to the extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee’s, the Co-Trustee’s, the Master Servicer’s or the Special Servicer’s possession or control).  None of the REMIC Administrator, the Master Servicer, the Special Servicer, the Trustee or the Co-Trustee shall knowingly take (or cause the Grantor Trusts to take) any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken, as the case may be, could endanger the status of the Grantor Trusts as grantor trusts under the Grantor Trust Provisions (any such endangerment of grantor trust status, an “Adverse Grantor Trust Event”), unless the REMIC Administrator has obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust Fund if the REMIC Administrator seeks to take such action or to refrain from taking any action for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse Grantor Trust Event.  None of the other parties hereto shall take any action or fail to take any action (whether or not authorized hereunder) as to which the REMIC Administrator has advised it in writing that the REMIC Administrator has received or obtained an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could result from such action or failure to act.  In addition, prior to taking any action with respect to the Grantor Trusts, or causing the Trust Fund to take any action, that is not expressly permitted under the terms of this Agreement, the Master Servicer and the Special Servicer shall consult with the REMIC Administrator or its designee, in writing, with respect to whether such action could cause an Adverse Grantor Trust Event to occur.  Neither the Master Servicer nor the Special Servicer shall have any liability hereunder for any action taken by it in accordance with the written instructions of the REMIC Administrator.  The REMIC

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Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the cost or expense of the Trust Fund, the REMIC Administrator or the Trustee.  Under no circumstances may the REMIC Administrator vary the assets of the Grantor Trusts so as to take advantage of variations in the market so as to improve the rate of return of Holders of the Class Z Certificates or the Class A-4FL Certificates.

                    (h)          If any tax is imposed on the Grantor Trusts, such tax, together with all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys’ fees), shall be charged to and paid by:  (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.02; (iii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.02; (iv) the Trustee, if such tax arises out of or results from a breach by the Trustee, of any of its obligations under Article IV, Article VIII or this Section 10.02; or (v) the portion of the Trust Fund constituting the Grantor Trusts in all other instances.

ARTICLE XI.

MISCELLANEOUS PROVISIONS

                    Section 11.01.     Amendment.

                    (a)          This Agreement may be amended from time to time by the mutual agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Co-Trustee, without the consent of any of the Certificateholders or Companion Holders, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision herein which may be inconsistent with any other provision herein, (iii) to add any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the provisions hereof, (iv) to relax or eliminate any requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated, or (v) if such amendment, as evidenced by an Opinion of Counsel (at the expense of the Trust Fund, in the case of any amendment requested by the Master Servicer or Special Servicer that protects or is in furtherance of the interests of the Certificateholders, and otherwise at the expense of the party seeking such amendment) delivered to the Master Servicer, the Special Servicer, the Trustee and the Co-Trustee, is advisable or reasonably necessary to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II created hereunder at least from the effective date of such amendment, or would be necessary to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any such REMIC or to comply with any requirements imposed by the Commission with respect to any adopted temporary or final regulation or other written official announcement or interpretation relating to the securities laws which, would apply retroactively to the Depositor,

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any Underwriter or the Trust Fund; provided that no such amendment may significantly change the activities of the Trust Fund in a manner that would adversely affect the Trust Fund’s status as a “qualifying special purpose entity” for purposes of FAS 140; provided, further, that such action (except any amendment described in clause (v) above) shall not, as evidenced by an Opinion of Counsel (at the expense of the Trust Fund, in the case of any amendment requested by the Master Servicer or Special Servicer that protects or is in furtherance of the interests of the Certificateholders, and otherwise at the expense of the party seeking such amendment) obtained by or delivered to the Master Servicer, the Special Servicer and the Trustee, adversely affect in any material respect the interests of any Certificateholder or Companion Holder with respect to the Pari Passu Mortgage Loans; provided, further, that the Master Servicer, the Special Servicer, the Trustee and the Co-Trustee shall have first obtained from each Rating Agency written confirmation that such amendment will not result in the qualification, downgrade or withdrawal of the rating on any Class of Certificates.

                    (b)          This Agreement may also be amended from time to time by the agreement of the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received or advanced on Mortgage Loans that are required to be distributed on any Certificate without the consent of the Holder of such Certificate, or which are required to be distributed to a Companion Holder, without the consent of such Companion Holder, (ii) as evidenced by an Opinion of Counsel obtained by or delivered to the Master Servicer, the Special Servicer and the Trustee, adversely affect in any material respect the interests of the Holders of any Class of Certificates or the interests of a Companion Holder in a manner other than as described in (i) without the consent of the Holders of all Certificates of such Class or the consent of such Companion Holders, as the case may be, (iii) modify the provisions of this Section 11.01 without the consent of the Holders of all Certificates then outstanding and the consent of all Companion Holders, (iv) modify the provisions of Section 3.20 or the definition of Servicing Standard without the consent of the Holders of Certificates entitled to all of the Voting Rights and the consent of all Companion Holders or (v) modify the specified percentage of Voting Rights which are required to be held by Certificateholders to consent or not to object to any particular action pursuant to any provision of this Agreement without the consent of the Holders of all Certificates then outstanding.  Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 11.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.

                    (c)          Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall first have obtained or been furnished with an Opinion of Counsel (at the expense of the Trust Fund, in the case of any amendment requested by the Master Servicer or Special Servicer that protects or is in furtherance of the interests of the Certificateholders, and, otherwise, at the expense of the party seeking such

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amendment) to the effect that (i) such amendment or the exercise of any power granted to the Trustee, the Master Servicer or the Special Servicer in accordance with such amendment will not result in the imposition of a tax on any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II pursuant to the REMIC Provisions or on the Grantor Trusts or cause any of the Four Seasons Resort and Club - Dallas, TX Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC or the Grantor Trusts to fail to qualify as a grantor trust at any time that any Certificates are outstanding and (ii) such amendment complies with the provisions of this Section 11.01.

                    (d)          Promptly after the execution of any such amendment, the Trustee shall send a copy thereof to each Certificateholder and Companion Holder.

                    (e)          It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.

                    (f)          Each of the Master Servicer, the Special Servicer, the Trustee and the Co-Trustee may but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities under this Agreement or otherwise.

                    (g)          The cost of any Opinion of Counsel to be delivered pursuant to Section 11.01(a), (b) or (c) shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Special Servicer or the Trustee requests any amendment of this Agreement that protects or is in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 11.01(a), (b) or (c) shall be payable out of the Certificate Account or the Distribution Account pursuant to Sections 3.05 and 4.01.  Notwithstanding any contrary provisions of this Agreement, this Agreement may not be amended in a manner that would adversely affect the distributions to the A-4FL Swap Counterparty or the Class A-4FL Certificates or the rights of the A-4FL Swap Counterparty under the A-4FL Swap Contract or the rights of the holders of the Class A-4FL Certificates without the consent of the A-4FL Swap Counterparty and 66 2/3% of the Holders of the Class A-4FL Certificates.

                    (h)          Notwithstanding anything in this Agreement to the contrary, the Trustee shall deliver a copy of any proposed amendment to this Agreement to the Swap Counterparty and any amendment to this Agreement that could reasonably materially and adversely affect the Swap Counterparty (whether or not the related Swap Contract is specifically referred to or identified in the proposed amendment) shall be subject to the Swap Counterparty’s prior written consent.

                    Section 11.02.     Recordation of Agreement; Counterparts.

                    (a)          To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are

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situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer at the expense of the Trust Fund, but only upon direction accompanied by an Opinion of Counsel (the cost of which may be paid out of the Certificate Account pursuant to Section 3.05(a)) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders; provided, however, that the Trustee shall have no obligation or responsibility to determine whether any such recordation of this Agreement is required.

                    (b)          For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

                    Section 11.03.     Limitation on Rights of Certificateholders.

                    (a)          The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

                    (b)          No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

                    (c)          No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement or any Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee a written notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also (except in the case of a default by the Trustee) the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding.  It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and

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for the equal, ratable and common benefit of all Certificateholders.  For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

                    Section 11.04.     Governing Law.

                    This Agreement and the Certificates shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

                    Section 11.05.     Notices.

                    Any communications provided for or permitted hereunder shall, unless otherwise expressly provided herein, be in writing by mail, or by facsimile, and shall be deemed to have been duly given when delivered to:  (i) in the case of the Depositor, Wachovia Commercial Mortgage Securities, Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention:  Xxxxxxx X. Xxxxxxxx, X. Xxxxx Xxxx, Jr., Xxxxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx, facsimile number:  (000) 000-0000; (ii) in the case of the Master Servicer, Wachovia Bank, National Association, NC 1075, 0000 Xxxxxxxx Xxxxx XXX0, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28, facsimile number:  (000) 000-0000; (iii) in the case of the Special Servicer, CWCapital Asset Management LLC, 000 Xxxxxxxxxx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, X.X. 00000, Attention: Xxxxx Xxxxxxxxx (WBCMT 2006-C28), with a copy to CWCapital Asset Management LLC, One Xxxxxxx River Place, 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxx Xxxx (WBCMT 2006-C28), facsimile (000) 000-0000; (iv) in the case of the Trustee, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention:  Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28, facsimile number:  (000) 000-0000; (v) in the case of the Co-Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C28, facsimile number:  (000) 000-0000; (vi) in the case of the Underwriters to each of Wachovia Capital Markets, LLC, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention: Xxxxxxx X. Xxxxxxxx, X. Xxxxx Xxxx, Jr., Xxxxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx, facsimile number:  (000) 000-0000; Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, facsimile number: (000) 000-0000; Deutsche Bank Securities Inc., 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxxxx, facsimile number:  (000) 000-0000; Xxxxxxx, Sachs & Co., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx, facsimile number: (000) 000-0000; and Loop Capital Markets, LLC, 000 X. Xxxxxxx, Xxx. 0000, Xxxxxxx, Xxxxxxxx 00000, Attention:  Xxxxxx Xxxxxxx, facsimile number: (000) 000-0000; (vi) in the case of the initial Controlling Class Representative, American Capital Strategies, Ltd., 0 Xxxxxxxx Xxxxx Xxxxxx, 00^xx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention:  Xxxx Xxxxxx (WBCMT 2006-C28), facsimile number:  (000) 000-0000; (vii) in the case of the Rating Agencies to each of Standard & Poor’s Ratings Services, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention:  CMBS Surveillance Group, facsimile number: (000) 000-0000; Xxxxx’x Investors Service, Inc., 99

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Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:  Commercial Mortgage Surveillance; and Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention Xxxx Xxxxxxx, facsimile number: (000) 000-0000; (viii) in the case of the Swap Counterparty, Wachovia Bank, National Association, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention:  Xxxxxxx Xxxxxxxx, facsimile number:  (000) 000-0000 with a copy of Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000, Attention:  Xxxxxxxxx Xxxxxxx, Esq., facsimile number:  (000) 000-0000 and (ix) in the case of any Companion Holder, the address(es) for notice to such Companion Holder as set forth in the related Intercreditor Agreement or as to each such Person such other address as may hereafter be furnished by such Person to the parties hereto in writing.  Any communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Certificate Register.

                    Section 11.06.     Severability of Provisions.

                    If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

                    Section 11.07.     Grant of a Security Interest.

                    The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan.  If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.  The Depositor also intends and agrees that, in such event, the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and to the assets constituting the Trust Fund.

                    Section 11.08.     Xxxxxx 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.

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                    Section 11.09.     Successors and Assigns; Beneficiaries.

                    The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders.  This Agreement may not be amended in any manner that would adversely affect the rights of any third party beneficiary hereof without its consent.  The X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1 and the 2006-C27 Master Servicer shall be third party beneficiaries to this Agreement solely with respect to the reimbursement of nonrecoverable advances made by such party under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement and the 2006-C27 Pooling and Servicing Agreement, as applicable, as provided in Section 3.05.  No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement; provided that the Companion Holders and the Swap Counterparty are intended third party beneficiaries hereunder.

                    Section 11.10.     Article and Section Headings.

                    The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

                    Section 11.11.     Notices to Rating Agencies.

                    (a)          The Trustee shall promptly provide notice to each Rating Agency and the Controlling Class Representative with respect to each of the following of which it has actual knowledge:

          (i)          any material change or amendment to this Agreement;

          (ii)         the occurrence of any Event of Default that has not been cured;

          (iii)        the merger, consolidation, resignation or termination of the Trustee, the Master Servicer or the Special Servicer;

          (iv)        the repurchase of Mortgage Loans by any of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement;

          (v)         any change in the location of the Servicing Accounts, the Interest Reserve Accounts, the Certificate Account, the Floating Rate Account, the Gain-on-Sale Reserve Account, the Companion Distribution Account or the Distribution Account;

          (vi)        the final payment to any Class of Certificateholders; and

          (vii)       any sale or disposition of any Mortgage Loan or REO Property.

                    (b)          The Master Servicer shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge:

          (i)          the resignation or removal of the Trustee; and

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          (ii)         any change in the location of the Certificate Account.

                    (c)          The Special Servicer shall furnish each Rating Agency and the Controlling Class Representative with respect to a non-performing or Defaulted Mortgage Loan such information as the Rating Agency or Controlling Class Representative shall reasonably request and which the Special Servicer can reasonably provide in accordance with applicable law.

                    (d)          To the extent applicable, each of the Master Servicer, the Special Servicer and the Trustee shall promptly furnish, or cause to be furnished, to each Rating Agency copies of the following items:

          (i)          each of the annual statements as to compliance described in Section 3.13;

          (ii)         each of the annual independent public accountants’ servicing reports described in Section 3.14;

          (iii)        any Officer’s Certificate delivered to the Trustee pursuant to Section 4.03(c) or 3.08; and

          (iv)        each of the reports described in Section 3.12(a) and the statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d).

                    (e)          The Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any notices given pursuant to Section 7.03(a) or Section 7.03(b).

                    (f)          Each of the Trustee, the Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect to the Mortgage Loans and the Certificates, to the extent such party possesses such information, as such Rating Agency shall reasonably request.

                    (g)          Notwithstanding any provision herein to the contrary each of the Master Servicer, the Special Servicer or the Trustee shall deliver to any Underwriter any report prepared by such party hereunder upon request.

                    Section 11.12.     Complete Agreement.

                    This Agreement embodies the complete agreement among the parties and may not be varied or terminated except by a written agreement conforming to the provisions of Section 11.01.  All prior negotiations or representations of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.

[SIGNATURE PAGES FOLLOW]

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                    IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written.

	WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., Depositor
	By:
	Name:	X. Xxxxx Xxxx, Jr.
	Title:	Vice President

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                    IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written.

	WACHOVIA BANK, NATIONAL ASSOCIATION, Master Servicer
	By:
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Vice President

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                    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 ASSET MANAGEMENT LLC,
Special Servicer

By:

Name:

Title:

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                    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.

XXXXX FARGO BANK, N.A., Trustee

By:

Name:

Title:

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                    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.

U.S. BANK NATIONAL ASSOCIATION,
Co-Trustee

By:

Name:

Title:

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EXHIBIT A-1

FORM OF CLASS A-1 CERTIFICATE

CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  5.323% per annum		Class Principal Balance of the Class A-1 Certificates as of the Closing Date: $38,798,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-1 Certificate as of the Closing Date: $38,798,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee: Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  A-1-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-1-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND THE CLASS Q (AND, WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1 Certificate (obtained by dividing the principal amount of this Class A-1 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-1 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called

A-1-2

the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                   Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-1 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-1 Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any,

A-1-3

 will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-1 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-1 Certificates are exchangeable for new Class A-1 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-1 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-1 Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate

A-1-4

Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-1 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-1-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-1-6

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-1 Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-1-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-1-8

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.

X-0-0

XXXXXXX X-0

FORM OF CLASS A-2 CERTIFICATE

CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  5.500% per annum		Class Principal Balance of the Class A-2 Certificates as of the Closing Date: $418,676,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-2 Certificate as of the Closing Date: $418,676,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee: Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. A-2-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-2-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND THE CLASS Q CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-2 Certificate (obtained by dividing the principal amount of this Class A-2 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-2 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity

A-2-2

under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-2 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-2 Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-2

A-2-3

Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-2 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-2 Certificates are exchangeable for new Class A-2 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-2 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-2 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-2 Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require,

A-2-4

the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-2 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-2-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated: October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-2-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-2 Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-2-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-2-8

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.

X-0-0

XXXXXXX X-0

FORM OF CLASS A-PB CERTIFICATE

CLASS A-PB COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  5.579% per annum		Class Principal Balance of the Class A-PB Certificates as of the Closing Date: $168,389,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-PB Certificate as of the Closing Date: $168,389,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. A-PB-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-3-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND THE CLASS Q (AND, WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-PB Certificate (obtained by dividing the principal amount of this Class A-PB Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-PB Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-PB Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer” which terms include any successor entity under the Agreement), CWCapital Asset

A-3-2

Management LLC (herein called the “Special Servicer,” which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-PB Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-PB Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

A-3-3

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-PB Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-PB Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-PB Certificates are exchangeable for new Class A-PB Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-PB Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-PB Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-PB Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or

A-3-4

other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-PB Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer, and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-3-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated: October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-3-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-PB Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-3-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-3-8

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.

X-0-0

XXXXXXX X-0

FORM OF CLASS A-3 CERTIFICATE

CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  5.679% per annum	Class Principal Balance of the Class A-3 Certificates as of the Closing Date: $215,000,000
Date of Pooling and Servicing Agreement: as of October 1, 2006	Initial Certificate Principal Balance of this Class A-3 Certificate as of the Closing Date: $215,000,000
Closing Date:  October 31, 2006	Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association	Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  A-3-1	CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-4-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND THE CLASS Q (AND, WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-3 Certificate (obtained by dividing the principal amount of this Class A-3 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-3 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called

A-4-2

the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-3 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-3 Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any,

A-4-3

will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-3 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-3 Certificates are exchangeable for new Class A-3 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-3 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-3 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-3 Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate

A-4-4

Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-3 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-4-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-4-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-3 Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-4-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-4-8

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.

X-0-0

XXXXXXX X-0-0

FORM OF CLASS A-4 CERTIFICATE

CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  5.572%		Class Principal Balance of the Class A-4 Certificates as of the Closing Date: $802,246,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-4 Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  A-4-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-5-1-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND THE CLASS Q (AND, WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4FL CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by dividing the principal amount of this Class A-4 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-4 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called

A-5-1-2

the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-4 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-4 Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any,

A-5-1-3

will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-4 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-4 Certificates are exchangeable for new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-4 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-4 Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate

A-5-1-4

Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-4 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-5-1-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-5-1-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-4 Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-5-1-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-5-1-8

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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS A-4 CERTIFICATE

CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  5.572%		Class Principal Balance of the Class A-4 Certificates as of the Closing Date: $802,246,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-4 Certificate as of the Closing Date: $302,246,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  A-4-2		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-5-2-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND THE CLASS Q (AND, WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4FL CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by dividing the principal amount of this Class A-4 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-4 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called

A-5-2-2

the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-4 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-4 Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any,

A-5-2-3

will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-4 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-4 Certificates are exchangeable for new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-4 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-4 Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate

A-5-2-4

Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-4 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-5-2-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-5-2-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-4 Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-5-2-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-5-2-8

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.

X-0-0-0

XXXXXXX X-0

FORM OF CLASS A-4FL CERTIFICATE

CLASS A-4FL COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Floating		Class Principal Balance of the Class A-4FL Certificates as of the Closing Date: $250,000,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-4FL Certificate as of the Closing Date: $250,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee: Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. A-4FL-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-6-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), WHICH GRANTOR TRUST CONSISTS OF 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 CODE (THE “CLASS A-4FL REGULAR INTEREST”), THE SWAP CONTRACT AND THE FLOATING RATE ACCOUNT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS (A) IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND (B) THE DECISION TO ACQUIRE THIS CERTIFICATE WAS MADE BY A QUALIFIED PROFESSIONAL ASSET MANAGER (AS DEFINED IN PTE 84-14), AN IN-HOUSE ASSET MANAGER (AS DEFINED IN PTE 96-23), OR A PLAN FIDUCIARY WITH TOTAL ASSETS UNDER MANAGEMENT OF AT LEAST $100 MILLION AT THE TIME THE CERTIFICATE IS ACQUIRED.  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE

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FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE PASS-THROUGH RATE ON THIS CERTIFICATE IS BASED ON LIBOR AND THEREFORE IS SUBJECT TO CHANGE OVER TIME BASED UPON CHANGES IN THE RATE OF LIBOR.  IN ADDITION, THE PASS-THROUGH RATE ON THIS CERTIFICATE MAY CONVERT TO A FIXED PER ANNUM RATE UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4FL Certificate (obtained by dividing the principal amount of this Class A-4FL Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-4FL Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by the Class A-4FL Regular Interest in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The

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Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-4FL Certificates on the applicable Distribution Date pursuant to the Agreement.  Distributions in respect of the Class A-4FL Certificates may depend, in part, on payments from the Swap Counterparty under the Swap Contract as more specifically set forth in the Agreement.

                    All distributions made under the Agreement on the Class A-4FL Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Floating Rate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  With respect to the Class A-4FL Certificates, (1) interest will be calculated on the basis of the actual number of days in the month and assuming each year has 360 days, and (2) the “Interest Accrual Period” with respect to any Distribution Date, is the period from and including the Distribution Date in the month preceding the month in which the related Distribution Date occurs (or in the

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case of the first Distribution Date, the Closing Date) to but excluding the related Distribution Date calculated on the basis of the actual number of days in such Interest Accrual Period and assuming each year has 360 days; provided, however, that if a Class A-4FL Distribution Conversion, as provided in the Pooling and Servicing Agreement, has occurred, the Interest Accrual Period for the Class A-4FL Certificates with respect to any Distribution Date shall be the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days and each year is assumed to consist of 360 days.  Distributions in respect of the Class A-4FL Certificates may depend, in part, on payments from the Swap Counterparty under the Swap Contract as more specifically set forth in the Agreement.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-4FL 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, Class A-4FL Certificates are exchangeable for new Class A-4FL Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-4FL Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class A-4FL Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2, Exhibit F-3 or Exhibit F-4 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate

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Registrar is obligated to register or qualify the Class A-4FL Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class A-4FL Certificate without registration or qualification.  Any Class A-4FL Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class A-4FL Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-4FL Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-4FL Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-4FL Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

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                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-4FL Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

X-0-00

XXXXXXX X-0-0

FORM OF CLASS A-1A CERTIFICATE

CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  5.559%		Class Principal Balance of the Class A-1A Certificates as of the Closing Date: $623,528,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-1A Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. A-1A-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-4FL CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1A Certificate (obtained by dividing the principal amount of this Class A-1A Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-1A Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called

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the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-1A Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-1A Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any,

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will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1A Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-1A Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-1A Certificates are exchangeable for new Class A-1A Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1A Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-1A Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-1A Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate

A-7-1-4

Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-1A Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-7-1-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-1A Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-7-1-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS A-1A CERTIFICATE

CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  5.559%		Class Principal Balance of the Class A-1A Certificates as of the Closing Date: $623,528,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-1A Certificate as of the Closing Date: $123,528,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. A-1A-2		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-4FL CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1A Certificate (obtained by dividing the principal amount of this Class A-1A Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-1A Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called

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the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-1A Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-1A Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any,

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will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1A Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-1A Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-1A Certificates are exchangeable for new Class A-1A Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1A Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-1A Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-1A Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate

A-7-2-4

Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-1A Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-7-2-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-1A Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-7-2-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS IO CERTIFICATE

CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Aggregate Certificate Notional Amount of all Class IO Certificates as of the Closing Date: $3,595,196,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Certificate Notional Amount of this Class IO Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  IO-1		CUSIP No.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-8-1-1

TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

A-8-1-2

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class IO Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    The Class IO 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, Class IO Certificates are exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,

A-8-1-3

or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class IO Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class IO Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer,

A-8-1-4

the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class IO Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS IO CERTIFICATE

CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Aggregate Certificate Notional Amount of all Class IO Certificates as of the Closing Date: $3,595,196,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Certificate Notional Amount of this Class IO Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  IO-2		CUSIP No.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

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                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class IO Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    The Class IO 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, Class IO Certificates are exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,

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or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class IO Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class IO Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer,

A-8-2-4

the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-8-2-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class IO Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-8-2-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS IO CERTIFICATE

CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Aggregate Certificate Notional Amount of all Class IO Certificates as of the Closing Date: $3,595,196,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Certificate Notional Amount of this Class IO Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  IO-3		CUSIP No.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-8-3-1

TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

A-8-3-2

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class IO Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    The Class IO 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, Class IO Certificates are exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,

A-8-3-3

or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class IO Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class IO Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer,

A-8-3-4

the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-8-3-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate
Registrar

By:

Authorized Representative

A-8-3-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class IO Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating
Agent

By:

Authorized Representative

A-8-3-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-8-3-8

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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS IO CERTIFICATE

CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Aggregate Certificate Notional Amount of all Class IO Certificates as of the Closing Date: $3,595,196,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Certificate Notional Amount of this Class IO Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  IO-4		CUSIP No.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

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                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class IO Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    The Class IO 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, Class IO Certificates are exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,

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or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class IO Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class IO Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer,

A-8-4-4

the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class IO Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-8-4-8

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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS IO CERTIFICATE

CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Aggregate Certificate Notional Amount of all Class IO Certificates as of the Closing Date: $3,595,196,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Certificate Notional Amount of this Class IO Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  IO-5		CUSIP No.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-8-5-1

TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

A-8-5-2

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class IO Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    The Class IO 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, Class IO Certificates are exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,

A-8-5-3

or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class IO Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class IO Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer,

A-8-5-4

the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-8-5-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-8-5-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class IO Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-8-5-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-8-5-8

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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS IO CERTIFICATE

CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Aggregate Certificate Notional Amount of all Class IO Certificates as of the Closing Date: $3,595,196,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Certificate Notional Amount of this Class IO Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  IO-6		CUSIP No.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-8-6-1

TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

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                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class IO Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    The Class IO 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, Class IO Certificates are exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,

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or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class IO Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class IO Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer,

A-8-6-4

the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-8-6-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-8-6-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class IO Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-8-6-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-8-6-8

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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS IO CERTIFICATE

CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Aggregate Certificate Notional Amount of all Class IO Certificates as of the Closing Date: $3,595,196,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Certificate Notional Amount of this Class IO Certificate as of the Closing Date: $500,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  IO-7		CUSIP No.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-8-7-1

TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

A-8-7-2

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class IO Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    The Class IO 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, Class IO Certificates are exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,

A-8-7-3

or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class IO Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class IO Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer,

A-8-7-4

the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-8-7-5

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-8-7-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class IO Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-8-7-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-8-7-8

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.

X-0-0-0

XXXXXXX X-0-0

FORM OF CLASS IO CERTIFICATE

CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Aggregate Certificate Notional Amount of all Class IO Certificates as of the Closing Date: $3,595,196,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Certificate Notional Amount of this Class IO Certificate as of the Closing Date:  $95,196,700
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No.  IO-8		CUSIP No.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-8-8-1

TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

A-8-8-2

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class IO Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    The Class IO 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, Class IO Certificates are exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by,

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or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class IO Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class IO Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer,

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the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class IO Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-8-8-8

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.

X-0-0-0

XXXXXXX X-0

FORM OF CLASS A-M CERTIFICATE

CLASS A-M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class A-M Certificates as of the Closing Date: $359,520,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-M Certificates as of the Closing Date: $359,520,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. A-M-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-9-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES AND THE CLASS A-1A CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES AND THE CLASS A-1A CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND THE CLASS Q (AND, WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-M Certificates (obtained by dividing the principal amount of this

A-9-2

Class A-M Certificates (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-M Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-M Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-M Certificate on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-M Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth

A-9-3

herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-M Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-M Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-M Certificates are exchangeable for new Class A-M Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-M Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-M Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-M Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and

A-9-4

none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-M Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

A-9-5

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-9-6

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-9-7

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-M Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-9-8

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-9-9

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.

A-9-10

EXHIBIT A-10

FORM OF CLASS A-J CERTIFICATE

CLASS A-J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class A-J Certificates as of the Closing Date: $278,628,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class A-J Certificate as of the Closing Date: $278,628,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. A-J-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-10-1

OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES AND THE CLASS A-M CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES AND THE CLASS A-M CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

A-10-2

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-J Certificate (obtained by dividing the principal amount of this Class A-J Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-J Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-J Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer,” which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer,”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class A-J Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-J Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

A-10-3

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-J Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-J Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-J Certificates are exchangeable for new Class A-J Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-J Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class A-J Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-J Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person

A-10-4

in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-J Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer, and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

A-10-5

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-10-6

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-10-7

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class A-J Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-10-8

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-10-9

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.

A-10-10

EXHIBIT A-11

FORM OF CLASS B CERTIFICATE

CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class B Certificates as of the Closing Date: $22,470,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class B Certificate as of the Closing Date: $22,470,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. B-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-11-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES AND THE CLASS A-J CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES AND THE CLASS A-J CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

A-11-2

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class B Certificate (obtained by dividing the principal amount of this Class B Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class B Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class B Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class B Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class B Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

A-11-3

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class B Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class B Certificates are exchangeable for new Class B Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class B Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class B Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class B Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person

A-11-4

in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class B Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

A-11-5

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-11-6

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-11-7

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class B Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-11-8

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-11-9

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.

A-11-10

EXHIBIT A-12

FORM OF CLASS C CERTIFICATE

CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class C Certificates as of the Closing Date: $58,422,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class C Certificate as of the Closing Date: $58,422,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. C-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

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                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class C Certificate (obtained by dividing the principal amount of this Class C Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class C Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class C Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class C Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class C Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

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                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class C Certificates are exchangeable for new Class C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class C Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class C Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class C Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person

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in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class C Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, ClassA-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

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                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate
Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class C Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating
Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-13

FORM OF CLASS D CERTIFICATE

CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class D Certificates as of the Closing Date: $31,458,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class D Certificate as of the Closing Date: $31,458,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. D-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL

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BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class D Certificate (obtained by dividing the principal amount of this Class D Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class D Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class D Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class D Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class D Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the

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Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class D Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class D Certificates are exchangeable for new Class D Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class D Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class D Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

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                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class D Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, 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.

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                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-13-6

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate
Registrar

By:

Authorized Representative

A-13-7

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class D Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating
Agent

By:

Authorized Representative

A-13-8

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-13-9

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.

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EXHIBIT A-14

FORM OF CLASS E CERTIFICATE

CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class E Certificates as of the Closing Date: $49,433,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class E Certificate as of the Closing Date: $49,433,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. E-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE

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PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class E Certificate (obtained by dividing the principal amount of this Class E Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class E Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class E Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class E Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class E Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the

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Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class E Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class E Certificates are exchangeable for new Class E Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class E Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No service charge will be imposed for any registration of transfer or exchange of Class E Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class E Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

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                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class E Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, 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.

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                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate
Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class E Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating
Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

A-14-10

EXHIBIT A-15

FORM OF CLASS F CERTIFICATE

CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class F Certificates as of the Closing Date: $40,446,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class F Certificate as of the Closing Date: $40,446,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. F-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-15-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND THE CLASS E CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES

A-15-2

ACT.  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND THE CLASS E CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class F Certificate (obtained by dividing the principal amount of this Class F Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class F Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class F Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

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                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class F Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class F Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and

A-15-4

any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class F Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class F Certificates are exchangeable for new Class F Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class F Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class F Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class F Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class F Certificate without registration or qualification.  Any Class F Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class F Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class F Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class F Certificates.

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                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class F Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

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                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate
Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class F Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating
Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-16

FORM OF CLASS G CERTIFICATE

CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class G Certificates as of the Closing Date: $40,446,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class G Certificate as of the Closing Date: $40,446,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. G-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES

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ACT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class G Certificate (obtained by dividing the principal amount of this Class G Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class G Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class G Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The

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Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class G Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class G Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

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                    The Class G Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class G Certificates are exchangeable for new Class G Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class G Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class G Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class G Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class G Certificate without registration or qualification.  Any Class G Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class G Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class G Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class G Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of

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DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class G Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

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                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate
Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class G Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating
Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-17

FORM OF CLASS H CERTIFICATE

CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class H Certificates as of the Closing Date: $40,446,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class H Certificate as of the Closing Date: $40,446,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. H-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-17-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES

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ACT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class H Certificate (obtained by dividing the principal amount of this Class H Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class H Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class H Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

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                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class H Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class H Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class H Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and

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any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class H Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class H Certificates are exchangeable for new Class H Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class H Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class H Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class H Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class H Certificate without registration or qualification.  Any Class H Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class H Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class H Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class H Certificates.

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                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class H Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

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                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class H Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  ___________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-18

FORM OF CLASS J CERTIFICATE

CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class J Certificates as of the Closing Date: $44,940,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class J Certificate as of the Closing Date: $44,940,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. J-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹  Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”)

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UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class J Certificate (obtained by dividing the principal amount of this Class J Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class J Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class J Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms,

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provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class J Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class J Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class J Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

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                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class J Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class J Certificates are exchangeable for new Class J Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class J Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class J Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class J Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class J Certificate without registration or qualification.  Any Class J Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class J Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class J Certificates, but the Certificate Registrar may require payment of a sum sufficient to

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cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class J Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class J Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof,

A-18-6

in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-18-7

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-18-8

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class J Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-18-9

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-18-10

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.

A-18-11

EXHIBIT A-19-1

FORM OF CLASS K CERTIFICATE

CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class K Certificates as of the Closing Date: $17,976,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class K Certificate as of the Closing Date: $9,167,760
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. K-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹  Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-19-1-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”)

A-19-1-2

UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class K Certificate (obtained by dividing the principal amount of this Class K Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class K Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class K Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms,

A-19-1-3

provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class K Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class K Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class K Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

A-19-1-4

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class K Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class K Certificates are exchangeable for new Class K Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class K Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class K Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class K Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class K Certificate without registration or qualification.  Any Class K Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class K Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class K Certificates, but the Certificate Registrar may require payment of a sum sufficient to

A-19-1-5

cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class K Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class K Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof,

A-19-1-6

in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-19-1-7

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-19-1-8

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class K Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-19-1-9

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-19-1-10

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.

A-19-1-11

EXHIBIT A-19-2

FORM OF CLASS K CERTIFICATE
(Definitive)

CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class K Certificates as of the Closing Date:  $17,976,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class K Certificate as of the Closing Date: $8,808,240
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. K-3		CUSIP No.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

¹  Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-19-2-1

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-0

X-00-0-0

XXXXXXXXXXXX, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that CWCapital LLC is the registered owner of the Percentage Interest evidenced by this Class K Certificate (obtained by dividing the principal amount of this Class K Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class K Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class K Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class K Certificates on the

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applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class K Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class K Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class K Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class K Certificates are exchangeable for new Class K Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

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                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class K Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class K Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class K Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class K Certificate without registration or qualification.  Any Class K Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class K Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class K Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class K Certificates.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

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                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class K Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class K Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-20-1

FORM OF CLASS L CERTIFICATE

CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class L Certificates as of the Closing Date:  $8,988,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class L Certificate as of the Closing Date: $4,583,880
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. L-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹  Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

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

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”)

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UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class L Certificate (obtained by dividing the principal amount of this Class L Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class L Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class L Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings

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assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class L Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class L Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class L Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

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                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class L Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class L Certificates are exchangeable for new Class L Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class L Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class L Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class L Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class L Certificate without registration or qualification.  Any Class L Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class L Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class L Certificates, but the Certificate Registrar may require payment of a sum sufficient to

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cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class L Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class L Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof,

A-20-1-6

in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-20-1-8

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class L Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-20-1-9

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

A-20-1-11

EXHIBIT A-20-2

FORM OF CLASS L CERTIFICATE
(Definitive)

CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class L Certificates as of the Closing Date: $8,988,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class L Certificate as of the Closing Date: $4,404,120
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. L-3		CUSIP No.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

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

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS X-0

X-00-0-0

XXXXXXXXXXXX, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that CWCapital LLC is the registered owner of the Percentage Interest evidenced by this Class L Certificate (obtained by dividing the principal amount of this Class L Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class L Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class L Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate

A-20-2-3

and the amount required to be distributed to the Holders of the Class L Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class L Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class L Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class L Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class L Certificates are exchangeable for new Class L Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

A-20-2-4

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class L Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class L Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class L Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class L Certificate without registration or qualification.  Any Class L Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class L Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class L Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class L Certificates.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

A-20-2-5

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class L Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-20-2-7

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class L Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-20-2-8

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

A-20-2-10

EXHIBIT A-21-1

FORM OF CLASS M CERTIFICATE

CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class M Certificates as of the Closing Date: $13,482,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class M Certificate as of the Closing Date: $6,875,820
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. M-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-21-1-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON

A-21-1-2

BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M Certificate (obtained by dividing the principal amount of this Class M Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class M Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class M Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To

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the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class M Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class M Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class M

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Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class M Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class M Certificates are exchangeable for new Class M Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class M Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class M Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class M Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class M Certificate without registration or qualification.  Any Class M Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class M Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

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                    No service charge will be imposed for any registration of transfer or exchange of Class M Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class M Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class M Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate

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issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class M Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-21-2

FORM OF CLASS M CERTIFICATE
(Definitive)

CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class M Certificates as of the Closing Date: $13,482,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class M Certificate as of the Closing Date: $6,606,180
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. M-3		CUSIP No.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS X-0

X-00-0-0

XXXXXXXXXXXX, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N, CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that CWCapital LLC is the registered owner of the Percentage Interest evidenced by this Class M Certificate (obtained by dividing the principal amount of this Class M Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class M Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class M Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record

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Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class M Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class M Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class M Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class M Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class M Certificates are exchangeable for new Class M Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

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                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class M Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class M Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class M Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class M Certificate without registration or qualification.  Any Class M Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class M Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class M Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class M Certificates.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

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                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class M Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-21-2-6

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class M Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

A-21-2-10

EXHIBIT A-22

FORM OF CLASS N CERTIFICATE

CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class N Certificates as of the Closing Date: $4,494,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class N Certificate as of the Closing Date: $4,494,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. N-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-22-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR,

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ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS O, CLASS P AND CLASS Q (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class N Certificate (obtained by dividing the principal amount of this Class N Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class N Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class N Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To

A-22-3

the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class N Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class N Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class N

A-22-4

Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class N Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class N Certificates are exchangeable for new Class N Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class N Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class N Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class N Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class N Certificate without registration or qualification.  Any Class N Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class N Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

A-22-5

                    No service charge will be imposed for any registration of transfer or exchange of Class N Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class N Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class N Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate

A-22-6

issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-22-7

                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

A-22-8

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class N Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-22-9

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-22-10

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.

A-22-11

EXHIBIT A-23

FORM OF CLASS O CERTIFICATE

CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class O Certificates as of the Closing Date: $8,988,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class O Certificate as of the Closing Date: $8,988,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. O-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-23-1

ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR

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THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P AND CLASS Q (AND, WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class O Certificate (obtained by dividing the principal amount of this Class O Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class O Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class O Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the

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Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class O Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class O Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class O

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Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class O Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class O Certificates are exchangeable for new Class O Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class O Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class O Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class O Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class O Certificate without registration or qualification.  Any Class O Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class O Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

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                    No service charge will be imposed for any registration of transfer or exchange of Class O Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class O Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class O Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, the Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate

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issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class O Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-24

FORM OF CLASS P CERTIFICATE

CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class P Certificates as of the Closing Date: $8,988,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class P Certificate as of the Closing Date: $8,988,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. P-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),

¹  Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES AND THE CLASS O CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON

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BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES AND THE CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS Q (AND, WITH RESPECT TO LOSSES AND EXPENSES ON THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN, THE CLASS FS) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class P Certificate (obtained by dividing the principal amount of this Class P Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class P Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the

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Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class P Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class P Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class P

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Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class P Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class P Certificates are exchangeable for new Class P Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class P Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class P Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class P Certificate without registration or qualification.  Any Class P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class P Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

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                    No service charge will be imposed for any registration of transfer or exchange of Class P Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class P Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class P Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, the Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate

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issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class P Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-25

FORM OF CLASS Q CERTIFICATE

CLASS Q COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class Q Certificates as of the Closing Date: $49,434,700
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class Q Certificate as of the Closing Date: $49,434,700
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. Q-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES AND THE CLASS P CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR

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THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-4FL CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES AND THE CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class Q Certificate (obtained by dividing the principal amount of this Class Q Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class Q Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class Q Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

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                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class Q Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class Q Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class Q Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and

A-25-4

any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class Q Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class Q Certificates are exchangeable for new Class Q Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class Q Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class Q Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class Q Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class Q Certificate without registration or qualification.  Any Class Q Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class Q Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class Q Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class Q Certificates.

A-25-5

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class Q Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, the Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

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                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class Q Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-26

FORM OF CLASS R-I CERTIFICATE

CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing Agreement: as of October 1, 2006		Percentage Interest evidenced by this Class R-I Certificate: 100%
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. R-I-1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-PB, CLASS A-4, CLASS A-4FL, CLASS A-1A, CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND THE CLASS FS CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-26-1

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.  CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN.  IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                    This certifies that Wachovia Bank, National Association is the registered owner of the Percentage Interest evidenced by this Class R-I Certificate (as specified above) in that certain beneficial ownership interest evidenced by all the Class R-I Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein

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called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to the Holders of the Class R-I Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on this Class R-I Certificate will be made by check mailed to the address of the Person entitled thereto, as such name and address appear in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    The Class R-I Certificates are issuable in fully registered form only without coupons in minimum denominations representing Percentage Interests specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class R-I Certificates are exchangeable for new Class R-I Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R-I Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

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                    No transfer of any Class R-I Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If a transfer of any R-I Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class R-I Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class R-I Certificate without registration or qualification.  Any Class R-I Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class R-I Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No transfer of this Class R-I Certificate or any interest therein shall be made to (A) a Plan or (B) any Person who is directly or indirectly purchasing the Class R-I Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (including, without limitation, any insurance company using assets in its general or separate account that may constitute assets of a Plan).  As a condition to its registration of transfer of this Class R-I Certificate, the Certificate Registrar shall have the right to require the prospective transferee of such Certificate, if it is not a Plan or Person described in clause (B) of the preceding sentence, to execute a certification to that effect substantially in the form of Exhibit H to the Agreement.

                    This Certificate represents an interest in the “residual interest” in the Four Seasons Resort and Club – Dallas, TX Loan REMIC and REMIC I, each as defined in the Agreement.  Each Person who has or who acquires any Ownership Interest in this Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall become a Holder of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), under clause (ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale.  Each Person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee

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and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.  In connection with any proposed Transfer of any Ownership Interest in this Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of this Certificate until its receipt of an affidavit and agreement substantially in the form attached as Exhibit I-1 to the Agreement (a “Transfer Affidavit and Agreement”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in this Certificate as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in this Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.  Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in this Certificate to such proposed Transferee shall be effected.  The proposed Transferee must also state in the Transfer Affidavit and Agreement that (A) it has historically paid its debts as they have come due and intends to continue to pay its debts as they come due in the future, (B) it understands that it may incur tax liabilities with respect to this certificate in excess of cash flows generated thereby, (C) it intends to pay any taxes associated with holding this certificate as they become due, (D) it will not cause income from this certificate to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of its own or of any other person and (E) it will not transfer this certificate to any person or entity that does not provide a similar affidavit.  Any purported transfer to a disqualified organization or other person that is not a permitted transferee or otherwise in violation of these restrictions shall be absolutely null and void and shall vest no rights in any purported transferee.  If this certificate represents a “non-economic residual interest”, as defined in Treasury Regulations Section 1.860E-1(c), transfers of this certificate may be disregarded for federal income tax purposes.  In order to satisfy a regulatory safe harbor under which such transfers will not be disregarded, the transferor may be required, among other things, to satisfy itself as to the financial condition of the proposed transferee and either to transfer at a minimum price or to an eligible transferee as specified in regulations.

                    Each Person holding or acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest herein and (y) not to transfer its Ownership Interest unless it provides to the Certificate Registrar a certificate substantially in the form attached as Exhibit I-2 to the Agreement stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee.  Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such Ownership Interest herein, agrees to give the Master Servicer and the Trustee written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership Interest, if it is, or is holding such Ownership Interest on behalf of, a “pass-through interest holder”.

                    The provisions of Section 5.02(d) of the Agreement may be modified, added to or eliminated, provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (a) written confirmation from each Rating Agency to the effect

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that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current ratings of any Class of Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that such modification of, addition to or elimination of such provisions will not cause the Trust Fund to (x) cease to qualify as three REMICs or (y) be subject to an entity-level tax caused by the transfer of this Class R-I Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the transfer of this Class R-I Certificate to a Person which is not a Permitted Transferee.

                    A “Permitted Transferee” is any Transferee other than a Disqualified Organization, a Plan or a Non-United States Person or United States Person with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other United States Person.  A “Disqualified Organization” is any of the following:  (i) the United States or a possession thereof, any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for FHLMC, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of either of the foregoing, (iii) any organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381 of the Code or (v) any other Person so designated by the Trustee or the Certificate Registrar based upon an Opinion of Counsel (which shall not be an expense of the Trust) that the holding of an Ownership Interest in a Class R-I Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R-I Certificate to such Person.  The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

                    A “Non-United States Person” is any Person (i) other than a United States Person or (ii) who is a United States Person with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such Person or any other United States Person.  A “United States Person” is a citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of the United States, any State thereof or the District of Columbia unless in the case of a partnership, Treasury Regulations are adopted that provide otherwise, an estate whose income is includable in gross income for United States federal income tax purposes regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a) (30) of the Code or,

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to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996, that are eligible to elect to elect to be treated as United States Persons.

                    No service charge will be imposed for any registration of transfer or exchange of Class R-I Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class R-I Certificates.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof,

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in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class R-I Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

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ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-27

FORM OF CLASS R-II CERTIFICATE

CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing Agreement: as of October 1, 2006		Percentage Interest evidenced by this Class R-II Certificate: 100%
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. R-II-1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-PB, CLASS A-4, CLASS A-4FL, CLASS A-1A, CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND THE CLASS FS CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

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THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.  CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN.  IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                    This certifies that Wachovia Bank, National Association is the registered owner of the Percentage Interest evidenced by this Class R-II Certificate (as specified above) in that certain beneficial ownership interest evidenced by all the Class R-II Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo

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Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to the Holders of the Class R-II Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on this Class R-II Certificate will be made by check mailed to the address of the Person entitled thereto, as such name and address appear in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.

                    The Class R-II Certificates are issuable in fully registered form only without coupons in minimum denominations representing Percentage Interests specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class R-II Certificates are exchangeable for new Class R-II Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R-II Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

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                    No transfer of any Class R-II Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If a transfer of any R-II Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class R-II Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class R-II Certificate without registration or qualification.  Any Class R-II Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class R-II Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No transfer of this Class R-II Certificate or any interest therein shall be made to (A) a Plan or (B) any Person who is directly or indirectly purchasing the Class R-II Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (including, without limitation, any insurance company using assets in its general or separate account that may constitute assets of a Plan).  As a condition to its registration of transfer of this Class R-II Certificate, the Certificate Registrar shall have the right to require the prospective transferee of such Certificate, if it is not a Plan or Person described in clause (B) of the preceding sentence, to execute a certification to that effect substantially in the form of Exhibit H to the Agreement.

                    This Certificate represents the “residual interest” in REMIC II, as defined in the Agreement.  Each Person who has or who acquires any Ownership Interest in this Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall become a Holder of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), under clause (ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale.  Each Person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of

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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 I-1 to the Agreement (a “Transfer Affidavit and Agreement”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in this Certificate as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in this Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.  Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in this Certificate to such proposed Transferee shall be effected. The proposed Transferee must also state in the Transfer Affidavit and Agreement that (A) it has historically paid its debts as they have come due and intends to continue to pay its debts as they come due in the future, (B) it understands that it may incur tax liabilities with respect to this certificate in excess of cash flows generated thereby, (C) it intends to pay any taxes associated with holding this certificate as they become due, (D) it will not cause income from this certificate to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of its own or of any other person and (E) it will not transfer this certificate to any person or entity that does not provide a similar affidavit.  Any purported transfer to a disqualified organization or other person that is not a permitted transferee or otherwise in violation of these restrictions shall be absolutely null and void and shall vest no rights in any purported transferee.  If this certificate represents a “non-economic residual interest”, as defined in Treasury Regulations Section 1.860E-1(c), transfers of this certificate may be disregarded for federal income tax purposes.  In order to satisfy a regulatory safe harbor under which such transfers will not be disregarded, the transferor may be required, among other things, to satisfy itself as to the financial condition of the proposed transferee and either to transfer at a minimum price or to an eligible transferee as specified in regulations.

                    Each Person holding or acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest herein and (y) not to transfer its Ownership Interest unless it provides to the Certificate Registrar a certificate substantially in the form attached as Exhibit I-2 to the Agreement stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee.  Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such Ownership Interest herein, agrees to give the Master Servicer and the Trustee written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership Interest, if it is, or is holding such Ownership Interest on behalf of, a “pass-through interest holder”.

                    The provisions of Section 5.02(d) of the Agreement may be modified, added to or eliminated, provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (a) written confirmation from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause such Rating

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Agency to qualify, downgrade or withdraw its then-current ratings of any Class of Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that such modification of, addition to or elimination of such provisions will not cause the Trust Fund to (x) cease to qualify as three REMICs or (y) be subject to an entity-level tax caused by the Transfer of any Class R-II Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the transfer of this Class R-II Certificate to a Person which is not a Permitted Transferee.

                    A “Permitted Transferee” is any Transferee other than a Disqualified Organization, a Plan or a Non-United States Person with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other United States Person.  A “Disqualified Organization” is any of the following:  (i) the United States or a possession thereof, any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for FHLMC, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of either of the foregoing, (iii) any organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381 of the Code or (v) any other Person so designated by the Trustee or the Certificate Registrar based upon an Opinion of Counsel (which shall not be an expense of the Trust) that the holding of an Ownership Interest in a Class R-I Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R-I Certificate to such Person.  The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

                    A “Non-United States Person” is any Person (i) other than a United States Person or (ii) who is a United States Person with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such Person or any other United States Person.  A “United States Person” is a citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of the United States, any State thereof or the District of Columbia unless in the case of a partnership, Treasury Regulations are adopted that provide otherwise, an estate whose income is includable in gross income for United States federal income tax purposes regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a) (30) of the Code.

                    No service charge will be imposed for any registration of transfer or exchange of Class R-II Certificates, but the Certificate Registrar may require payment of a sum sufficient to

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cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class R-II Certificates.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

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                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class R-II Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating Agent

By:

Authorized Representative

A-27-10

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

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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.

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EXHIBIT A-28

FORM OF CLASS Z CERTIFICATE

CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing Agreement: as of October 1, 2006		Percentage Interest evidenced by this Class Z Certificate: 100%
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. Z-1

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-28-1

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

                    This certifies that American Capital Strategies, Ltd. is the registered owner of the Percentage Interest evidenced by this Class Z Certificate (as specified above) in that certain beneficial ownership interest evidenced by all the Class Z Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record

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Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class Z Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class Z Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.

                    The Certificates are limited in right of distribution to certain collections and recoveries of Additional Interest payable on the Mortgage Loans, all as more specifically set forth herein and in the Agreement.

                    The Class Z Certificates are issuable in fully registered form only without coupons in minimum denominations representing Percentage Interests specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class Z Certificates are exchangeable for new Class Z Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    Any distribution to the Holder of this Certificate is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class Z Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class Z Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective

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transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class Z Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class Z Certificate without registration or qualification.  Any Class Z Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class Z Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class Z Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class Z Certificates.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class Z Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date specified on the face hereof.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the

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then outstanding Certificates (other than the Class FS, Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-4FL, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates have been paid in full.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, without the consent of the Holders of any of the Certificates.

                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate
Registrar

By:

Authorized Representative

A-28-6

CERTIFICATE OF AUTHENTICATION

                    This is one of the Class Z Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as Authenticating
Agent

By:

Authorized Representative

A-28-7

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-28-8

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.

A-28-9

EXHIBIT A-29

FORM OF CLASS FS CERTIFICATE

CLASS FS COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2006-C28

evidencing a beneficial ownership interest in the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, a component of one loan in a trust fund (the “Trust Fund”) consisting primarily of a pool of multifamily and commercial mortgage loans (all such mortgage loans, other than the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, the “Mortgage Loans”), such pool being formed and sold by

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate:  Variable		Class Principal Balance of the Class FS Certificates as of the Closing Date:  $8,000,000
Date of Pooling and Servicing Agreement: as of October 1, 2006		Initial Certificate Principal Balance of this Class FS Certificate as of the Closing Date:  $8,000,000
Closing Date:  October 31, 2006		Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $3,595,196,7011
First Distribution Date:  November 17, 2006		Aggregate Component Principal Balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component: $8,000,000
Master Servicer:  Wachovia Bank, National Association		Trustee:  Xxxxx Fargo Bank, N.A.
Special Servicer:  CWCapital Asset Management LLC
Certificate No. FS-1		CUSIP No.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY

¹ Excludes $8,000,000, which is the balance of the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, represented solely by the Class FS Certificate.

A-29-1

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., XXXXX FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE SEQUENTIAL PAY CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  THIS CERTIFICATE IS ENTITLED TO DISTRIBUTIONS ONLY IN RESPECT OF THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX NON-POOLED COMPONENT AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS (1) 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”) AND (2) AN INTEREST IN A GRANTOR TRUST.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE

A-29-2

REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-50”) OR (B) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND SATISFIES ALL THE REQUIREMENTS OF THE EXEMPTIONS AS IN EFFECT AT THE TIME OF SUCH TRANSFER.  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND IN RESPECT OF THE FOUR SEASONS RESORT AND CLUB – DALLAS, TX LOAN AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class FS Certificate (obtained by dividing the principal amount of this Class FS Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class FS Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class FS Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), CWCapital Asset Management LLC (herein called the “Special Servicer”, which term includes any successor entities under the Agreement) and Xxxxx Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in November 2006 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record

A-29-3

Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class FS Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class FS Certificates will be made by Xxxxx Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register. Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Trustee is subsequently notified in writing.

                    In addition, the Class FS Certificates will be entitled to certain collections and recoveries of Additional Interest payable on the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component, all as more specifically set forth herein and in the Agreement.

                    The Class FS Certificates are limited in right of distribution to certain collections and recoveries respecting the Four Seasons Resort and Club – Dallas, TX Loan, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account, the Class FS Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans and the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component and the payment of interest on such advances and expenses.

                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class FS Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.

                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

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                    The Class FS 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, Class FS Certificates are exchangeable for new Class FS Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class FS Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

                    No transfer of any Class FS Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 or Exhibit F-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify the Class FS Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class FS Certificate without registration or qualification.  Any Class FS Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class FS Certificate agrees to, indemnify the Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                    No service charge will be imposed for any registration of transfer or exchange of Class FS Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class FS 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

A-29-5

DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property (including the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component) remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans (including the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component) and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans (including the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component) and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class FS Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans (including the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component) as of the Closing Date specified on the face hereof.

                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of three separate REMICs and two grantor trusts, 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.

A-29-6

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Four Seasons Resort and Club – Dallas, TX Non-Pooled Component (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

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                    IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed.

Dated:  October 31, 2006

XXXXX FARGO BANK, N.A., as Certificate
Registrar

By:

Authorized Representative

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CERTIFICATE OF AUTHENTICATION

                    This is one of the Class FS Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, N.A., as
Authenticating Agent

By:

Authorized Representative

A-29-9

ASSIGNMENT

                    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

                    I (we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address:  __________________________________________________.

Dated:  _________________________

Signature by or on behalf of Assignor

Signature Guaranteed

A-29-10

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.

A-29-11

EXHIBIT B

MORTGAGE LOAN SCHEDULE

Mortgage Loan Number		Loan Group Number		Property Name		Address
1		1		The Gas Company Tower(1)		000 Xxxx Xxxxx Xxxxxx
2		1		1180 Peachtree Street(3)		0000 Xxxxxxxxx Xxxxxx
0		0		Xxxxxxxxx Xxxxx		0000 Xxxxxxxxx Xxxxx Xxxx
4		1		Four Seasons Resort and Club - Dallas, TX(4)		0000 Xxxxx XxxXxxxxx Xxxxxxxxx
5		1		311 South Xxxxxx(1)(5)		000 Xxxxx Xxxxxx Xxxxx
6		1		RLJ Hotel Pool(1)		Various
6.01				Marriott - Xxxxxx, XX		00000 Park Xxxxxxx Drive
6.02				Marriott - Bedford Park, IL		0000 X Xxxxxx Xxxxxx
6.03				Renaissance - Plantantion, FL		0000 Xxxx Xxxxxx Xxxx
6.04				Marriott - Austin, TX		4415 S IH 35
6.05				Hilton Garden Inn - Bedford Park, IL		0000 X Xxxxxx Xxxxxx
6.06				Residence Inn - Plantation, FL		000 X Xxxxxxxxxx Xxxxx
6.07				Renaissance - Broomfield, CO		000 Xxxxxxxx Xxxxxxxxx
6.08				Courtyard - Salt Lake City, UT		4843 W Xxxxxxx Xxxxxxxx
6.09				Residence Inn Galleria - Houston, TX		0000 XxXxx Xxxx
6.10				Hampton Inn - Bedford Park, IL		0000 X Xxxxxx Xxxxxx
6.11				Marriott - Pontiac, MI		3600 Centerpoint Parkway
6.12				Holiday Inn Express - Bedford Park, IL		0000 X Xxxxxx Xxxxxx
6.13				Courtyard - Austin, TX		0000 Xxxxxxxxx Xxxxxxxxx
6.14				Springhill Suites - Austin, TX		4501 S IH 35
6.15				Residence Inn - Round Rock, TX		2505 S IH 35
6.16				Residence Inn - Austin, TX		3713 Tudor Boulevard
6.17				Courtyard - Xxxxx, XX		00000 Palm River Road
6.18				Residence Inn - Pontiac, MI		3333 Centerpoint Parkway
6.19				Residence Inn - Xxxxxxxxxx, IL		0000 XxXxxxxx Xxxxxxx
6.20				Sleep Inn - Bedford Park, IL		0000 X Xxxxxx Xxxxxx
6.21				Springhill Suites - Xxxxxxxxxx, IL		0000 XxXxxxxx Xxxxxxx
6.22				Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxx, XX		00000 Palm Xxxxx Xxxx
0.00				Xxxxxxxxx - Xxxx Xxxxx, IN		0000 X Xxxxxxxxxx Xxxxxx Xxxx
6.24				Courtyard - Xxxxxxxxxx, XX		00000 Champion Farms Drive
6.25				Courtyard - Merrillville, IN		0000 Xxxxx Xxxxxx Xxxxxx
6.26				Residence Inn - Louisville, CO		000 Xxxx Xxxxx Xxxxxx
6.27				Residence Inn - Fishers, IN		0000 Xxxxxxxxxx Xxxxxxxxx
0.00				Xxxxxxxxx - Xxxxxxxxx, XX		00000 Southwest Freeway
6.29				Xxxxxxxxx Xxx - Xxxxxxxxx, XX		00000 Southwest Freeway
6.30				Fairfield Inn & Suites - Merrillville, IN		0000 Xxxxxxx Xxxxxx
0.00				Xxxxxxxxx - Xxxxxxxx, XX		2300 Highway 67
6.32				Residence Inn - Merrillville, IN		8018 Delaware Place
6.33				Courtyard - Mishawaka, IN		0000 Xxxxx Xxxx Xxxxxx
6.34				Courtyard - Pontiac, MI		3555 Centerpoint Parkway
6.35				Residence Inn II - Austin, TX		4537 S IH-35
6.36				Hampton Inn - Merrillville, IN		0000 Xxxxxxx Xxxxxx
6.37				Holiday Inn Express - Merrillville, IN		0000 Xxxxxxx Xxxxxx
6.38				Courtyard - Valparaiso, IN		0000 X Xxxxxxxxx Xxxxx
6.39				Fairfield Inn & Suites - Austin, TX		4525 S IH 35
6.40				Holiday Inn Select - Grand Rapids, MI		3063 Lake Xxxxxxxxx Xxxxxxxxx
0.00				Xxxxxxxxx Xxx - Xxxxx Xxxx, IN		000 X Xxxxx Xxxxxx
6.42				Courtyard - Benton Harbor, MI		1592 Mall Drive
6.43				Fairfield Inn & Suites - Valparaiso, IN		0000 X Xxxxxxxxx Xxxxx
7		1		000-000 Xxxxxxx Xxxxxx(0)		500 & 000 Xxxxxxx Xxxxxx, 000 Xxxx 00xx Xxxxxx
0		0		Xxxxxxx Xxxxxx(0)		100 Vilaggio
9		1		Gateway Shopping Center		0000 Xxxxxxxx Xxxxxxxxx
00		0		Xxxxxxx Xxxxxx - Xxxxxxxxxx, DC(6)		000 00xx Xxxxxx, XX
11		1		Westin - Falls Church, VA(7)		0000 Xxxxxxxx Xxxx
12		1		Brookfield Lakes Corporate Center		100,175,275,300,325 North Corporate Drive; 000,000 Xxxxx Xxxxxxx Xxxxxxxxx; 17775,17925 Xxxx Xxxxxxxxx Xxxx;00000,00000 Xxxx Xxxxx Xxxx;00000 West Corporate Drive
13		1		The Willows Shopping Center		0000 Xxxxxxx Xxxxxxxxx
14		1		Personality Pool(8)		Various
14.01				000 Xxxxxx Xxxxxx		000 Xxxxxx Xxxxxx
14.02				000 Xxxxx Xxxxxx		000 Xxxxx Xxxxxx
14.03				000 Xxxxxx Xxxxxx		000 Xxxxxx Xxxxxx
15		1		Traders Point Retail Center		0000-0000 Xxxx 00xx Xxxxxx
16		2		Carefree Alexander		0000 Xxxx Xxxxxxxxx Xxxx
17		1		Lakeside Pool		Various
17.01				1979 Lakeside		0000 Xxxxxxxx Xxxxxxx
17.02				1957 Lakeside		0000 Xxxxxxxx Xxxxxxx
17.03				1927 Lakeside		0000 Xxxxxxxx Xxxxxxx
17.04				1990 Lakeside		0000 Xxxxxxxx Xxxxxxx
17.05				1975 Lakeside		0000 Xxxxxxxx Xxxxxxx
17.06				1967 Lakeside		0000 Xxxxxxxx Xxxxxxx
18		1		ITC Crossing South Shopping Center		00 Xxxxxxxxxxxxx Xxxxx Xxxxx
19		1		Hotel Valencia - San Jose, CA		000 Xxxxxxx Xxx
20		1		000 Xxxxxxxxx Xxxx Xxxxx		000 Xxxxxxxxx Xxxx Xxxxx
00		0		Xxxxxxx Xxxxxx		0000 Xxxxxxx Xxxxxxxxx
22		1		Cross Island Plaza		1 Cross Island Plaza
23		1		Lake Worth Towne Crossing		0000 Xxxx Xxxxxx
24		1		Windrose Place		000 Xxxxx Xxxxxx
00		0		Xxxxxxx Xxxxx Xxxxxx		00000 XX Xxxxxxx 000
00		0		Xxxxxxxxx Xxxxxx		0000 Xxxxxxxxx Xxxx
27		1		Lorton Station Marketplace		9409-9469 Xxxxxx Xxxxxx Xxxxxx
00		0		Xxxxxxx Xxxxxxx Apartments		0000 Xxxxxxxxxx Xxxxx
29		1		Main Street Commons		XXX Xxxx Xxxx & Xxxx Xxxxxx
00		0		Carefree Pueblo		0000 Xxxxxxx Xxxx
31		1		Bellwood Pool		Various
31.01				City Centre East		1785-1815 Radio Drive
00.00				Xxxx Xxxxxx Xxxxx		0000-0000 Xxxx Xxxxxx Drive
31.03				City Centre Shoppes		0000 Xxxx Xxxxxx Xxxxx
00.00				Xxxxxx Xxxxx Xxxxxxx		0000 Xxxx Xxxxxx Xxxxx
00.00				Xxxxxx Xxxxx Professional		0000 Xxxx Xxxxxx Xxxxx
31.06				Centrewood Commons		0000 Xxxxxxxxxx Xxxxx
00		0		Xxxxx Xxxxx Xxxxxx		000 Xxxxx Xxxxx Xxxxxx
33		2		Steeplechase at Xxxxx Farm Apartments(9)		0000 Xxxxx Xxxx Xxxxxxx
34		1		San Tan Corporate Center Two		0000 Xxxx Xxx Xxxx
35		1		San Xxxxxxxx Value Square		00000-00 Xxxxxxxx Xxxxxxxxx
36		1		Market at Mill Run		3624 - 0000 Xxxxxxxxx Xxxxxxxxx
37		1		United Food Group Food Processing Facility		3425,3501 & 0000 Xxxx Xxxxxx Xxxxxx
38		2		The Exchange at Denton		0000 Xxxxxxxxx Xxxxxx
39		1		Xxxxxx Square		000 Xxxxx Xxxxxx Xxxxxx
40		2		Willina Ranch Apartments		00000 Xxxxxxx-Xxxxxxxxxxx Xxx
41		0		Xxxxxxx Xxxxx and Reflections at Chatham Court Apartments		7815 & 0000 XxXxxxxx Xxxxxxxxx
42		1		Xxxxxxx River Place		00 Xxxxxxxx Xxxxxx
43		1		San Tan Corporate Center One		0000 Xxxx Xxx Xxxx
44		1		Matrix Financial Center		000 00xx Xxxxxx
45		2		Xxxxxx Xxxxx Apartments		00000 Xxxxx Xxxx
46		2		Club Wildwood		0000 Xxxxxxx Xxxxxxxxx
47		0		Xxxxxx Xxxxx Xxxx		00000 Xxxx Xxxxxxxxxx Boulevard
48		0		Xxxxx Xxxxxx Xxxxxx		Xxxxx Xxxxxx (XX 77) & County Road 42
49		1		Gateway Center		00 Xxxx Xxx Xxxx
00		0		Xxxxxxxxxxx Xxxxxxx		1750-1790 Xxxxx Xxxxxxxx Xxxxxx
00		0		Xxx Xxxxxx X,XX,XXX Apartments		160 North Linden, 1621-1680 Xxxx Xxxxxx Xxxxxx
00		0		Xxxxxx Xxxxx Xxxxxxx		0000 Xxxxxxx Xxxxx Xxxx
53		2		Xxxxxx at Las Cruces		000 Xxxx Xxxxx Xxxxxx
54		2		Ambassador Inn Apartments		0000 Xxxx Xxxxxxxxxxxx Xxxxxx
55		1		Xxxxxx Valley Town Center		12133, 12209 & 00000 Xxxxxxxx Xxxx; 17080, 17100, 17140, 17150 & 00000 Xxxx Xxxxxx Xxxx
56		2		The Grove at Carrollton Apartments		000 Xxxxxxx Xxxx
00		0		Xxxxxxxxx Xxxxxxx		0000 Xxxx Xxxxxxxx Xxxx & 0000 Xxxx Xxxxxxxx Xxxx
58		1		Marketplace Retail & Office Center		000 0xx Xxxxxx Xxxxx
00		0		Xxxx Xxxxxx Apartments(10)		2403 Lake Xxxxxx Place
60		1		Four Seasons MHP		00000 000xx Xxxxxx
61		1		Black Mountain Market Place		61, 72, 76 & 00 Xxxx Xxxxxxx Xxxxx Xxxxxxx
62		1		000 Xxxxx Xxxxxxxxx		000 Xxxxx Xxxxxxxxx
63		1		Xxxx Corporate Center		0000 -0000 Xxxx Xxxxxx
64		1		Pointe West		00000 Xxxxxxxx Xxxxxxxxx
65		1		Extra Space Storage - Xxxxxxxxx, XX		00000 Xxxxxxxx Xxxxx
00		0		Xxxx Xxxxx Xxxxxx Apartments(11)		0000 Xxxxx Xxxxxx Xxxxx
00		0		Xxxxxx Xxxxxxx		0000 Xxxxxxxxxx Xxxxxxx
68		1		Lionville Shopping Center		000 Xxxxxxxxx Xxxxxxxxx
69		2		Carefree Sandhill		000 Xxxxx Xxxxxxxx Xxxx
00		0		XX Mar Xxxxxx Xxxxx Xxxxxx Xxxxxxxx		0000 Xxxxxxxx Xxxx
71		2		Westlakes Villas Apartments		1455 Cable Ranch Road
72		2		Carefree Eastern		0000 Xxxxx Xxxxxxx Xxxxxx
73		2		Park Circle Apartments		0000 Xxxx Xxxxxx X-0
00		0		Xxxxx Xxxxx Parking Structure		000 Xxxxx Xxxxx Xxxxxx
75		1		Brentwood Medical Office		000 Xxxx Xxxx Xxxxxxx
76		2		Country Club Apartments		0000 Xxxx Xxxxxxx Xxxxxx Xxxx
77		1		Vista Pool		Various
77.01				0000 Xxxxxx Xxx		0000 Xxxxxx Xxx
77.02				0000 Xxxx Xxxxxx Xxxxx		0000 Xxxx Xxxxxx Xxxxx
77.03				2641 La Mirada		2641 La Mirada
77.04				0000 Xx Xxxxxx Xxxxx		0000 Xx Xxxxxx Xxxxx
78		1		Lake City Commons		0000 Xxxxxxxxx Xxxx
79		1		Residence Inn - Norman, OK		0000 Xxxxxxxxx Xxxxxx
80		1		Hunter’s Ridge Shopping Center		000 Xxxxx Xxxxxxxx Xxxx
81		1		000 Xxxxxxx Xxxx		000 Xxxxxxx Xxxx
00		0		Xxxxxxxx Xxxxx Apartments		2302-2334 Xxxx Xxxx Xxxxxx
00		0		000 Xxxx Xxxxx		000 Xxxx Xxxxx Xxxxxxxxx
00		0		Xxxxxx Xxxxxx Club Apartments		0000 Xxxxxxxx Xxxxxx
00		0		Xxxxxxx Xxxxx Apartments(12)		510 & 000 Xxxxxxx Xxxxx
86		1		Xxxxx Xxxxxxx Apartments		000 Xxxxxxx Xxxxx
87		1		Freeport Corporate Center		0000 Xxxxxxxx Xxxxxxx
88		1		0000 Xxxxx Xxxxxx		0000 Xxxxx Xxxxxx
00		0		Xxxxxxx Xxx - Xxxxx Xxxxxxxx, ME(13)		000 Xxxxxxxxx Xxxxxx
90		2		Eagle Lake Apartments		3412, 3426, 3440, 3510, 3524 & 0000 0xx Xxxxxx West
91		2		Cypress Landing		0000 Xxxxxxxx Xxxx
92		1		Desert Inn Pecos Center		0000 Xxxx Xxxxxx Xxx Xxxx
93		1		Gateway Mountain Village (Building C)		NEC Mountain Avenue and 0xx Xxxxxx
94		1		Hampton Inn and Suites - Port Saint Lucie, FL		000 XX Xxxxxxx Xxxxxxxxx
95		1		Oakley Building		25361 Commercentre Drive
96		1		AKI Building		0000 Xxxx Xxxxxx Xxxxxxxxx
97		1		Parkway Building		3350 Pinnacle Hills Parkway
98		2		Westward Ho Mobile Home Park		12044 Xxxxx Xxxx
00		0		Xxxxxxxxx Xxxxxxxx		3220,3210,3202,3120 Xxxxxxxxx Boulevard, 0000 Xxxxxx Xxxx
100		2		Terrace Point Apartments		0000 Xxxxxxx Xxxxxx
101		1		Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx		0000 Xxxx Xxxxxxxx Xxxxxx
102		1		Drake Office Xxxxxxxx		00 Xxxxx Xxxxxxxxx Xxxx
000		0		Xxxxxxx Xxxxx		0000 Xxxxxxxxx Xxxxxx
104		2		Strawberry Hill Apartments		0000 Xxxxxxxxx Xxxxxx
105		1		Cornerstone Business Center		000 Xxxxx Xxxxx
106		1		Xxxxxx Valley Industrial Center		0000 Xxxxx Xxxxx Xxxx
107		1		Westfork Building T		000 Xxxxxxxx Xxxx
000		0		Xxxxxxxx Xxxxxxxxxxx		0000 Xxxxxxxxxxx Xxxxxx
109		2		Casa Tierra Apartments		0000 Xxxxx 00xx Xxxxxx
110		2		Park Forest Apartments(14)		0000 Xxxxxxxxxx Xxxx
000		0		Xxxxxxxx Xxxx		0000 Xxxxx Xxxxxxxx Xxx
112		1		Sports Authority Plaza		1730, 1750, 1790 & 0000 Xxxxx Xxxxxx Xxxxxx
113		2		Jade Gardens		0000 XX 00xx Xxxxxx
114		2		Palm Terrace Apartments		00000 Xxxxxxxxx Xxxxxx
115		2		West View Apartments		0000 Xxxxx 0xx Xxxxxx
116		1		Xxxxxx Xxxxxx Xxxxxxxx		0 Xxxxxxx Xxx
117		1		Southcreek Corporate Center II		13160 Xxxxxx Xxxxxx
000		0		Xxxxx Xxxxx Xxxxxx		0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxxx
119		2		Indian Summer Apartments		000 Xxxxx Xxxxxxx Xxxxxx
120		2		210 North Charter Apartments		000 Xxxxx Xxxxxxx Xxxxxx
121		1		Agoura Hills Business Center II		29800 Xxxxxx Xxxx
000		0		Xxxxxxxxx Xxxxxx - Xxxxxxxxx Apartments		0000 Xxxx 000xx Xxxxxx
123		2		Arbor Club & Creek		000 Xxxxxxxxxxxxx Xxxxx & 000 Xxxx Xxxxx Xxxxxx
124		1		Holiday Inn Express - Everett, WA		000 - 000xx Xxxxxx Xxxxxxxxx
125		1		000 Xxxxxxxxx Xxxx Xxxx		000 Xxxxxxxxx Xxxx Xxxx
126		1		Bold Concepts Building		000 Xxxx Xxxxxxx Xxxxxx
127		2		Fairway Lane Apartments		0000 Xxxxxxxxx Xxxxxxx Xxxx
128		1		Xxxxxxx Shopping Center		000 Xxxxxxx Xxxx & Xxxxx 00
000		0		Xxx Xxxxxxxx Xxxxxx of Alabama		0 Xxxxx Xxxxxxx Xxxxxx
130		1		Hickory Mini Storage		000 Xxxxxx Xxxxx
131		1		Carillon Square		1220, 1240 & 0000 Xxxxx Xxxxx Xxxxxx and 331 & 000 Xxxx Xxxxxxxxxx Xxxxxxx
132		2		Paseo Verde Apartments		0000 0xx Xxxxxx
133		2		Lake Ivanhoe Shores		0000 Xxxxxxx Xxxxx
134		2		Knights Landing		0000 Xxxxxxxx Xxxx Xxxxx
135		2		Rose Terrace Apartments		6111-6121 Xxxxxxx Xxxxxxxxx
000		0		ATC Office Complex		801 O’Xxxxx Xxxx
000		0		0000 Xxxx Xxxxxx		0000 Xxxx Xxxxxx Xxxxxx
138		2		Hollywood Point Apartments		6711 Yucca Street
139		1		Rite Aid - Roseburg, OR		West Side of Xxxxxxx Street between Washington Avenue & Xxxxxxx Street
140		2		Springtree II Apartment		0000 XX 000xx Xxxxxx
141		1		Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx		0000 Xxxxx Xxxxx Xxxxxx
142		1		Union Town Center I & II		0000 Xxxxxxxx Xxxxxxx & 0000-0000 Xxxxx Xxxxx Xxxxxxxxx
143		1		Xxx Xxxx Xxxxx		0000-0000 Xxxxx 00xx Xxxxxx
144		2		El Adobe Apartments		0000 Xxxxx Xxxxxx Xxxxxx
145		2		Xxxxxx Trace Apartments		620, 640, 650, 660, 670 & 000 Xxxxxx Xxxxx Xxxxxx
146		1		Sleep Inn & Suites - Edmond, OK		3608 South Broadway Extension
147		1		Walgreens - Xxxxx Xxxxxxxx, XX		0000 Xxxxx Xxxxxx
148		1		000 Xxxxxxxxx Xxxx Xxxx		000 Xxxxxxxxx Xxxx Xxxx
149		1		000-000 Xxxxxxxxx Xxxx Xxxxx		000, 311, 315, 321 & 000 Xxxxxxxxx Xxxx Xxxxx
150		1		Circuit City - Oklahoma City, OK		3621, 3625, 3627 & 3629 NW Expressway
151		2		Suntree Apartments		0000 Xxxx Xxxxxx Xxxxxx
152		2		Pinewood Apartments		0000 XX 000xx Xxxxxx
153		2		Woodland Pointe Apartments		0000 Xxxxxxxx Xxxxxx
154		2		Xxxxxxxx - Xxxxxxxxx Apartments		0000 Xxxx 000xx Xxxxxx
155		1		5000 Xxxxxxxxxx Xxxxxx Xxxxx		0000 Xxxxxxxxxx Xxxxxx
156		2		Park East and Park Xxxxxxx Apartments		300 & 000 Xxxxx Xxxxxxx Xxxxxx
157		2		Courtyard Xxx Xxxx Xxxxxxxxxx		00000 Xxxxxxx Xxxxxx
158		2		Colonial Terrace Apartments		38719-38729 00xx Xxxxxx Xxxx
000		0		Xxxxxxxxx - Xxxxxx, XX		000 Xxxx Xxxxx Xxxxxx
160		1		Shoppes at Home Depot		0000-0000 Xxxx Xxxx
161		2		Cove Apartments		00000 Xxxxxxx Xxxxxx
162		1		Rite Aid - Ontario, OR		XX Xxxxxx XX 0xx Xxxxxx / 0xx Xxxxxx
000		0		Xxxxxxxxx - Xxxxxxx, XX (Xxx Houston Parkway)		0000 Xxxx Xxx Xxxxxxx Xxxxxxx
164		1		Country Inn & Suites - Michigan City, IN		0000 Xxxxx Xxxxxxxx Xxxx
165		2		Park Wood Patio Apartments		38047 00xx Xxxxxx Xxxx
000		0		Xxxxxxxxx - Xxxx Xxxxxx, CO		000 Xxxx Xxxxxx Xxxxxx
167		2		Rose Pointe Apartments		000 Xxxxx Xxxxxxx Xxxxxx
168		1		Corsicana Marketplace		0000 Xxxx Xxxxxxx 31
169		1		Silver Dome MHP		4181 Siver Dome Road
170		1		26th and Pulaski		0000-00 Xxxx 00xx Xxxxxx
171		1		Xxxxxxxxxx Retail		3245 West 7800 South
172		2		Burnet House Apartments		0000 Xxxxxx Xxxxxx
173		1		Walgreens - Knoxville, TN		0000 Xxxxxxxxxxxx Xxxx
000		0		Xxxxxxxxx - Xxxxxxx, XX (El Xxxxxx Xxxx)		00000 El Camino Real
175		1		Shops at Market Square		0000 Xxxxxxx Xxxxxxx
176		0		Xxxxx Xxxxxx Xxxxxxxxxx		0000 Xxxxx X. Xxxx Xxxxxxxxx
177		2		Casa Xxxxxxx Apartments		0000 Xxxxxxx Xxxxxx
178		0		Xxxxxx Xxxxxx Xxxxxxxxxx		000 Xxxxx Xxxxxx Place
179		2		Northridge Pointe Apartments		00000 Xxxxxxxxxx Xxxxxx
180		1		FBI - Flagstaff, AZ		0000 Xxxxx Xxxxxxx Xxxxx
181		1		CVS - Kissimmee, FL		0000 Xxxx Xxxx Xxxxxx
182		1		United SuperMarket - Xxxxxx West		0000 Xxxx Xxxxxx Xxxxxx
183		1		Sleep Inn & Suites - Guthrie, OK		000 Xxxxxxx Xxxx
184		1		Harvester Building		000 Xxxx 0xx Xxxxxx
185		1		Walgreens - Lake Charles, LA		0000 Xxxxxxx Xxxx Xxxx
186		1		Walgreens - New Hartford, NY		00 Xxxxxxx Xxxx
187		1		Compass Insurance Agency		2002, 2020 & 0000 Xxxx Xxxxxx Xxxx
188		1		Cleveland Park Townhomes		0000-0000 Xxxxx Xxxxxxxxx Xxxxxx
189		1		Layton Retail Shops		000 Xxxxx Xxxx Xxxxxx
190		1		Arizona Retail Pool		Various
190.01				St. Mary’s		0000-0000 Xxxx Xx. Mary’s Road
190.02				Sierra Vista		0000 Xxxx Xxx Xxxxxxxxx
191		1		Shoppes at Xxxxx Lake		000 Xxxx Xxxxx Xxxx Xxxx
192		1		Eastgate II Business Center		000 Xxxx Xx. Xxxxxxx Xxxxxx
193		1		Kirkwood Square Retail Center		11820 & 00000 Xxxxxxxxxx Xxxx
194		2		Sonoma Apartments		38551-38561 00xx Xxxxxx Xxxx
000		1		Bear Hollow Village Square		0000 Xxxxxxxxxxx Xxxx
196		1		Mentor Retail		0000 Xxxxx Xxxxxxxxx
197		2		000 Xxxxx 0xx Xxxxxx Student Housing		000 Xxxxx 0xx Xxxxxx
198		1		Shoppes at Spring Valley		00000 XX Xxxxxxx 00
199		1		North Park Shopping Center		1303, 1305, 1307, 1309, 1311, 1313, 1315, 1317, 1319, 1321, 1329 & 0000 Xxxx Xxxxxx Xxxxxx
200		1		Mentor Medical Offices		0000 Xxxxx Xxxxxxxxx
201		1		000 Xxxxxxxxx Xxxx Xxxxx		000 Xxxxxxxxx Xxxx Xxxxx
202		1		Hampton Place Shopping Center		460 - 468 A Xxxxxx Avenue
203		1		Einstein Bagel Building		481 East South Temple
204		2		Park Royale Apartments		0000 Xxxxxxx Xxxxxx
205		1		Xxxxxxx & Xxxxxx Center		0000 Xxxxxxx Xxxx
206		1		Xxxxxxx Xxxxxxxx Retail Center		621-635 North 1200 West
207		1		China Xxxx Xxxxxx Xxxxxxxx		0000 Xxxx Xxxxxx

Mortgage Loan Number		Loan Group Number		Property Name		City		State		Zip Code		County
1		1		The Gas Company Tower(1)		Xxx Xxxxxxx		XX		00000		Los Angeles
2		1		0000 Xxxxxxxxx Xxxxxx(0)		Xxxxxxx		XX		00000		Xxxxxx
3		0		Xxxxxxxxx Xxxxx		Xxxxxxxxx		XX		00000		San Bernardino
4		1		Four Seasons Resort and Club - Dallas, TX(4)		Xxxxxx		XX		00000		Dallas
5		1		000 Xxxxx Xxxxxx(0)(0)		Xxxxxxx		XX		00000		Xxxx
6		1		RLJ Hotel Pool(1)		Various		Various		Various		Various
6.01				Marriott - Denver, CO		Xxxxxx		XX		00000		Xxxxxxx
6.02				Marriott - Bedford Park, IL		Xxxxxxx Xxxx		XX		00000		Xxxx
6.03				Renaissance - Plantantion, FL		Xxxxxxxxxx		XX		00000		Broward
6.04				Marriott - Austin, TX		Xxxxxx		XX		00000		Xxxxxx
6.05				Hilton Garden Inn - Bedford Park, IL		Xxxxxxx Xxxx		XX		00000		Xxxx
6.06				Xxxxxxxxx Xxx - Xxxxxxxxxx, XX		Xxxxxxxxxx		XX		00000		Broward
6.07				Renaissance - Broomfield, CO		Xxxxxxxxxx		XX		00000		Boulder
6.08				Courtyard - Salt Lake City, UT		Xxxx Xxxx Xxxx		XX		00000		Salt Lake
6.09				Xxxxxxxxx Xxx Xxxxxxxx - Xxxxxxx, XX		Xxxxxxx		XX		00000		Xxxxxx
6.10				Hampton Inn - Bedford Park, IL		Xxxxxxx Xxxx		XX		00000		Xxxx
6.11				Marriott - Pontiac, MI		Xxxxxxx		XX		00000		Oakland
6.12				Holiday Inn Express - Bedford Park, IL		Xxxxxxx Xxxx		XX		00000		Xxxx
6.13				Courtyard - Austin, TX		Xxxxxx		XX		00000		Xxxxxx
6.14				Springhill Suites - Austin, TX		Xxxxxx		XX		00000		Xxxxxx
6.15				Residence Inn - Round Rock, TX		Xxxxx Xxxx		XX		00000		Xxxxxxxxxx
6.16				Xxxxxxxxx Xxx - Xxxxxx, XX		Xxxxxx		XX		00000		Xxxxxx
6.17				Courtyard - Tampa, FL		Xxxxx		XX		00000		Hillsborough
6.18				Xxxxxxxxx Xxx - Xxxxxxx, XX		Xxxxxxx		XX		00000		Oakland
6.19				Xxxxxxxxx Xxx - Xxxxxxxxxx, XX		Xxxxxxxxxx		XX		00000		Xxxx
6.20				Sleep Inn - Bedford Park, IL		Xxxxxxx Xxxx		XX		00000		Xxxx
6.21				Springhill Suites - Xxxxxxxxxx, IL		Xxxxxxxxxx		XX		00000		Xxxx
6.22				Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxx, XX		Xxxxxxx		XX		00000		Hillsborough
6.23				Courtyard - Fort Xxxxx, IN		Xxxx Xxxxx		XX		00000		Xxxxx
6.24				Courtyard - Louisville, KY		Xxxxxxxxxx		XX		00000		Jefferson
6.25				Courtyard - Merrillville, IN		Xxxxxxxxxxxx		XX		00000		Lake
6.26				Xxxxxxxxx Xxx - Xxxxxxxxxx, XX		Xxxxxxxxxx		XX		00000		Boulder
6.27				Xxxxxxxxx Xxx - Xxxxxxx, XX		Xxxxxxx		XX		00000		Xxxxxxxx
6.28				Courtyard - Sugarland, TX		Xxxxxxxxx		XX		00000		Fort Bend
6.29				Residence Inn - Xxxxxxxxx, TX		Xxxxxxxxx		XX		00000		Fort Bend
6.30				Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxxxxxxx, XX		Xxxxxxxxxxxx		XX		00000		Lake
6.31				Courtyard - Mesquite, TX		Xxxxxxxx		XX		00000		Dallas
6.32				Residence Inn - Merrillville, IN		Xxxxxxxxxxxx		XX		00000		Lake
6.33				Courtyard - Mishawaka, IN		Xxxxxxxxx		XX		00000		St Xxxxxx
6.34				Courtyard - Pontiac, MI		Xxxxxxx		XX		00000		Oakland
6.35				Xxxxxxxxx Xxx XX - Xxxxxx, XX		Xxxxxx		XX		00000		Xxxxxx
6.36				Hampton Inn - Merrillville, IN		Xxxxxxxxxxxx		XX		00000		Lake
6.37				Holiday Inn Express - Merrillville, IN		Xxxxxxxxxxxx		XX		00000		Lake
6.38				Courtyard - Valparaiso, IN		Xxxxxxxxxx		XX		00000		Xxxxxx
6.39				Xxxxxxxxx Xxx & Xxxxxx - Xxxxxx, XX		Xxxxxx		XX		00000		Xxxxxx
6.40				Holiday Inn Select - Grand Rapids, MI		Xxxxx Xxxxxx		XX		00000		Kent
6.41				Xxxxxxxxx Xxx - Xxxxx Xxxx, XX		Xxxxx Xxxx		XX		00000		Saint Xxxxxx
6.42				Courtyard - Benton Harbor, MI		Xxxxxx Xxxxxx		XX		00000		Berrien
6.43				Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxxxxx, XX		Xxxxxxxxxx		XX		00000		Xxxxxx
7		1		000-000 Xxxxxxx Xxxxxx(0)		Xxx Xxxx		XX		00000		New York
8		1		Newport Bluffs(1)		Xxxxxxx Xxxxx		XX		00000		Orange
9		0		Xxxxxxx Xxxxxxxx Xxxxxx		Xxxxxx		XX		00000		Xxxxxx
10		0		Xxxxxxx Xxxxxx - Xxxxxxxxxx, XX(0)		Xxxxxxxxxx		XX		00000		District Of Columbia
11		0		Xxxxxx - Xxxxx Xxxxxx, XX(0)		Xxxxx Xxxxxx		XX		00000		Fairfax
12		0		Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx		Xxxxxxxxxx		XX		00000		Waukesha
13		0		Xxx Xxxxxxx Xxxxxxxx Xxxxxx		Xxxxxxx		XX		00000		Contra Costa
14		1		Personality Pool(8)		San Francisco		CA		Various		San Francisco
14.01				000 Xxxxxx Xxxxxx		Xxx Xxxxxxxxx		XX		00000		San Francisco
14.02				000 Xxxxx Xxxxxx		Xxx Xxxxxxxxx		XX		00000		San Francisco
14.03				000 Xxxxxx Xxxxxx		Xxx Xxxxxxxxx		XX		00000		San Francisco
15		0		Xxxxxxx Xxxxx Xxxxxx Xxxxxx		Xxxxxxxxxxxx		XX		00000		Xxxxxx
16		0		Xxxxxxxx Xxxxxxxxx		Xxxxx Xxx Xxxxx		XX		00000		Xxxxx
17		1		Lakeside Pool		Xxxxxx		XX		00000		DeKalb
17.01				0000 Xxxxxxxx		Xxxxxx		XX		00000		DeKalb
17.02				0000 Xxxxxxxx		Xxxxxx		XX		00000		DeKalb
17.03				0000 Xxxxxxxx		Xxxxxx		XX		00000		DeKalb
17.04				0000 Xxxxxxxx		Xxxxxx		XX		00000		DeKalb
17.05				0000 Xxxxxxxx		Xxxxxx		XX		00000		DeKalb
17.06				0000 Xxxxxxxx		Xxxxxx		XX		00000		DeKalb
18		1		ITC Crossing Xxxxx Xxxxxxxx Xxxxxx		Xxxxxxxx		XX		00000		Xxxxxx
19		1		Hotel Valencia - San Jose, CA		Xxx Xxxx		XX		00000		Santa Xxxxx
20		1		000 Xxxxxxxxx Xxxx Xxxxx		Xxxxxxxx		XX		00000		Nassau
21		0		Xxxxxxx Xxxxxx		Xxxx		XX		00000		Oakland
22		0		Xxxxx Xxxxxx Xxxxx		Xxxxxxxx		XX		00000		Queens
23		0		Xxxx Xxxxx Xxxxx Xxxxxxxx		Xxxx Xxxxx		XX		00000		Tarrant
24		0		Xxxxxxxx Xxxxx		Xxxxxxxx		XX		00000		Los Angeles
25		0		Xxxxxxx Xxxxx Xxxxxx		Xxxxxxx		XX		00000		Xxxxxx
26		0		Xxxxxxxxx Xxxxxx		Xxxxxxxxx		XX		00000		Montgomery
27		0		Xxxxxx Xxxxxxx Xxxxxxxxxxx		Xxxxxx		XX		00000		Fairfax
28		0		Xxxxxxx Xxxxxxx Xxxxxxxxxx		Xxxxxxx		XX		00000		Hampton City
29		0		Xxxx Xxxxxx Xxxxxxx		Xxxxx Xxxxxxx		XX		00000		Xxxx
30		2		Carefree Pueblo		Xxx Xxxxx		XX		00000		Xxxxx
31		1		Bellwood Pool		Xxxxxxxx		XX		00000		Washington
00.00				Xxxx Xxxxxx Xxxx		Xxxxxxxx		XX		00000		Washington
00.00				Xxxx Xxxxxx Xxxxx		Xxxxxxxx		XX		00000		Washington
00.00				Xxxx Xxxxxx Xxxxxxx		Xxxxxxxx		XX		00000		Washington
31.04				Xxxxxx Xxxxx Xxxxxxx		Xxxxxxxx		XX		00000		Washington
31.05				Valley Creek Professional		Xxxxxxxx		XX		00000		Washington
31.06				Xxxxxxxxxx Xxxxxxx		Xxxxxxxx		XX		00000		Washington
32		0		Xxxxx Xxxxx Xxxxxx		Xxxxxxxxx		XX		00000		Mecklenburg
33		2		Steeplechase at Xxxxx Xxxx Xxxxxxxxxx(0)		Xxxxxxxxxx		XX		00000		Guilford
34		0		Xxx Xxx Xxxxxxxxx Xxxxxx Xxx		Xxxxxxxx		XX		00000		Maricopa
35		0		Xxx Xxxxxxxx Xxxxx Xxxxxx		Xxx Xxxxxxxx		XX		00000		Los Angeles
36		0		Xxxxxx xx Xxxx Xxx		Xxxxxxxx		XX		00000		Franklin
37		1		United Food Group Food Processing Facility		Xxxxxx		XX		00000		Los Angeles
38		0		Xxx Xxxxxxxx xx Xxxxxx		Xxxxxx		XX		00000		Denton
39		0		Xxxxxx Xxxxxx		Xxxxxx		XX		00000		Oklahoma
40		0		Xxxxxxx Xxxxx Xxxxxxxxxx		Xxxxxxx		XX		00000		King
41		0		Xxxxxxx Xxxxx and Reflections at Xxxxxxx Xxxxx Xxxxxxxxxx		Xxxxxx		XX		00000		Dallas
42		0		Xxxxxxx Xxxxx Xxxxx		Xxxxxxx		XX		00000		Norfolk
43		0		Xxx Xxx Xxxxxxxxx Xxxxxx Xxx		Xxxxxxxx		XX		00000		Maricopa
44		1		Matrix Financial Center		Xxxxxx		XX		00000		Denver
45		0		Xxxxxx Xxxxx Xxxxxxxxxx		Xxxxxx		XX		00000		Prince Georges
00		0		Xxxx Xxxxxxxx		Xxxxxx		XX		00000		Pasco
47		0		Xxxxxx Xxxxx Xxxx		Xxx Xxxxx		XX		00000		Xxxxx
48		0		Xxxxx Xxxxxx Xxxxxx		Xxxxx Xxxx		XX		00000		Dakota
49		0		Xxxxxxx Xxxxxx		Xxxxxxxxxx		XX		00000		Providence
50		0		Xxxxxxxxxxx Xxxxxxx		Xxxxxxx Xxxxx		XX		00000		Palm Beach
51		0		Xxx Xxxxxx X,XX,XXX Xxxxxxxxxx		Xxxxxx		XX		00000		San Bernardino
52		2		Pebble Xxxxx Xxxxxxx		Xxxxxxxxxxx		XX		00000		Xxxxxxxx
53		2		Xxxxxx at Las Cruces		Xxx Xxxxxx		XX		00000		Xxxx Xxx
54		0		Xxxxxxxxxx Xxx Xxxxxxxxxx		Xxxxxxxxx		XX		00000		Orange
55		0		Xxxxxx Xxxxxx Xxxx Xxxxxx		Xxxxxxxxxxx		XX		00000		San Bernardino
56		0		Xxx Xxxxx xx Xxxxxxxxxx Xxxxxxxxxx		Xxxxxxxxxx		XX		00000		Xxxxxxx
57		0		Xxxxxxxxx Xxxxxxx		Xxxx xxx Xxxxxxx		XX		00000		Maricopa
58		0		Xxxxxxxxxxx Xxxxxx & Xxxxxx Xxxxxx		Xxxxx Xxxx		XX		00000		Xxxxxxx
59		2		Lake Xxxxxx Apartments(10)		Xxxxxxxxxx		XX		00000		Guilford
60		1		Four Seasons MHP		Xxxxx		XX		00000		Pinellas
61		0		Xxxxx Xxxxxxxx Xxxxxx Xxxxx		Xxxxxxxxx		XX		00000		Xxxxx
62		1		000 Xxxxx Xxxxxxxxx		Xxxxxx		XX		00000		Passaic
63		0		Xxxx Xxxxxxxxx Xxxxxx		Xxxxxxxxxx		XX		00000		Sacramento
00		0		Xxxxxx Xxxx		Xxxxx		XX		00000		Pinellas
65		1		Extra Space Storage - Rockville, MD		Xxxxxxxxx		XX		00000		Montgomery
66		2		Deep Xxxxx Xxxxxx Xxxxxxxxxx(00)		Xxxx Xxxxx		XX		00000		Guilford
67		0		Xxxxxx Xxxxxxx		Xxxxxx		XX		00000		Jefferson
68		0		Xxxxxxxxx Xxxxxxxx Xxxxxx		Xxxxxxx Xxxxxxxx		XX		00000		Xxxxxxx
69		0		Xxxxxxxx Xxxxxxxx		Xxx Xxxxx		XX		00000		Xxxxx
70		1		AB Mar Xxxxxx Xxxxx Xxxxxx Xxxxxxxx		Xxxxxxx		XX		00000		Botetourt
71		0		Xxxxxxxxx Xxxxxx Xxxxxxxxxx		Xxx Xxxxxxx		XX		00000		Bexar
72		0		Xxxxxxxx Xxxxxxx		Xxxxxxxx		XX		00000		Xxxxx
73		0		Xxxx Xxxxxx Xxxxxxxxxx		Xxxxxxxxx		XX		00000		Los Angeles
74		0		Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx		Xxxxxxxxx		XX		00000		Mecklenburg
75		0		Xxxxxxxxx Xxxxxxx Xxxxxx		Xxxxxxxxx		XX		00000		Contra Costa
76		0		Xxxxxxx Xxxx Xxxxxxxxxx		Xxxx Xxxxxx		XX		00000		Xxxx Arundel
00		0		Xxxxx Xxxx		Xxxxx		XX		00000		San Diego
77.01				0000 Xxxxxx Xxx		Xxxxx		XX		00000		San Diego
77.02				0000 Xxxx Xxxxxx Xxxxx		Xxxxx		XX		00000		San Diego
77.03				0000 Xx Xxxxxx		Xxxxx		XX		00000		San Diego
77.04				0000 Xx Xxxxxx Xxxxx		Xxxxx		XX		00000		San Diego
78		0		Xxxx Xxxx Xxxxxxx		Xxxxxx		XX		00000		Xxxxxxx
79		0		Xxxxxxxxx Xxx - Xxxxxx, XX		Xxxxxx		XX		00000		Cleveland
80		1		Hunter’s Xxxxx Xxxxxxxx Xxxxxx		Xxxxxxx		XX		00000		Franklin
81		1		000 Xxxxxxx Xxxx		Xxxxxxxxxx		XX		00000		Westchester
82		0		Xxxxxxxx Xxxxx Xxxxxxxxxx		Xxxxxxxxx		XX		00000		Champaign
83		1		000 Xxxx Xxxxx		Xxxxxxxxxx		XX		00000		Pinellas
84		0		Xxxxxx Xxxxxx Xxxx Xxxxxxxxxx		Xxxxxx Xxxx		XX		00000		Bay
85		0		Xxxxxxx Xxxxx Xxxxxxxxxx(00)		Xxxxxx		XX		00000		St. Louis
86		0		Xxxxx Xxxxxxx Xxxxxxxxxx		Xxxxxxxxx		XX		00000		Xxxx Arundel
87		0		Xxxxxxxx Xxxxxxxxx Xxxxxx		Xxxxxx		XX		00000		Dallas
88		1		0000 Xxxxx Xxxxxx		Xxxxxx Xxxxxx		XX		00000		Richmond
89		0		Xxxxxxx Xxx - Xxxxx Xxxxxxxx, ME(13)		Xxxxx Xxxxxxxx		XX		00000		Cumberland
90		0		Xxxxx Xxxx Xxxxxxxxxx		Xxxx Xxxxx		XX		00000		Cass
91		2		Cypress Landing		Xxxxxxx		XX		00000		Orange
92		0		Xxxxxx Xxx Xxxxx Xxxxxx		Xxx Xxxxx		XX		00000		Xxxxx
00		0		Xxxxxxx Xxxxxxxx Xxxxxxx (Xxxxxxxx X)		Xxxxxxx		XX		00000		San Bernardino
94		1		Hampton Inn and Suites - Port Saint Lucie, FL		Xxxx Xxxxx Xxxxx		XX		00000		Saint Lucie
95		0		Xxxxxx Xxxxxxxx		Xxxx Xxxxxx		XX		00000		Orange
96		0		XXX Xxxxxxxx		Xxxxxxxxx		XX		00000		Anchorage
00		0		Xxxxxxx Xxxxxxxx		Xxxxxx		XX		00000		Xxxxxx
98		0		Xxxxxxxx Xx Xxxxxx Xxxx Xxxx		Xx Xxxxx		XX		00000		San Diego
99		0		Xxxxxxxxx Xxxxxxxx		Xxxxxxxxx		XX		00000		Mecklenburg
000		0		Xxxxxxx Xxxxx Xxxxxxxxxx		Xxx Xxxx		XX		00000		Los Angeles
101		0		Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx		Xxxxxxxxx		XX		00000		Mecklenburg
102		0		Xxxxx Xxxxxx Xxxxxxxx		Xxxxx Xxxx		XX		00000		Xxxxxx
103		0		Xxxxxxx Xxxxx		Xxxxxxxx		XX		00000		Xxxxx
104		0		Xxxxxxxxxx Xxxx Xxxxxxxxxx		Xxxxxxxxx		XX		00000		Baltimore
105		0		Xxxxxxxxxxx Xxxxxxxx Xxxxxx		Xxxxxxxxx		XX		00000		Tarrant
106		0		Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx		Xxxxxxxx		XX		00000		Lackawanna
107		0		Xxxxxxxx Xxxxxxxx X		Xxxxxx Xxxxxxx		XX		00000		Xxxxxxx
108		0		Xxxxxxxx Xxxxxxxxxxx		Xxx Xxxxx		XX		00000		Xxxxx
109		0		Xxxx Xxxxxx Xxxxxxxxxx		Xxxxxxx		XX		00000		Maricopa
110		0		Xxxx Xxxxxx Xxxxxxxxxx(00)		Xxxxxxxxxx		XX		00000		Guilford
111		1		Syracuse Hill		Xxxxxxxxx Xxxxxxx		XX		00000		Arapahoe
112		1		Sports Authority Xxxxx		Xxxxx Xxxxxxxxx		XX		00000		Xxxx
000		0		Xxxx Xxxxxxx		Xxxxx		XX		00000		Miami-Dade
114		0		Xxxx Xxxxxxx Xxxxxxxxxx		Xxxxx Xxxxx		XX		00000		Los Angeles
115		0		Xxxx Xxxx Xxxxxxxxxx		Xxxxxx		XX		00000		Kings
116		0		Xxxxxx Xxxxxx Xxxxxxxx		Xxxxxxxxxxxx		XX		00000		Philadelphia
117		0		Xxxxxxxxxx Xxxxxxxxx Xxxxxx XX		Xxxxxxxx Xxxx		XX		00000		Xxxxxxx
118		0		Xxxxx Xxxxx Xxxxxx		Xxxxxxx Xxxxx		XX		00000		Palm Beach
119		0		Xxxxxx Xxxxxx Xxxxxxxxxx		Xxxxxxxxxxxx		XX		00000		Natchitoches
120		2		000 Xxxxx Xxxxxxx Xxxxxxxxxx		Xxxxxxx		XX		00000		Dane
121		1		Agoura Hills Business Center II		Xxxxxx Xxxxx		XX		00000		Los Angeles
122		0		Xxxxxxxxx Xxxxxx - Xxxxxxxxx Xxxxxxxxxx		Xxxxxxxxx		XX		00000		Los Angeles
123		0		Xxxxx Xxxx & Xxxxx		Xxxxxx		XX		00000		Athens-Xxxxxx
124		1		Holiday Inn Express - Everett, WA		Xxxxxxx		XX		00000		Snohomish
125		1		000 Xxxxxxxxx Xxxx Xxxx		Xxxxxxxx		XX		00000		Nassau
126		0		Xxxx Xxxxxxxx Xxxxxxxx		Xxxxxxxxxxxx		XX		00000		Montgomery
127		0		Xxxxxxx Xxxx Xxxxxxxxxx		Xxxxxxxxx		XX		00000		Kitsap
128		0		Xxxxxxx Xxxxxxxx Xxxxxx		Xxxxxxxxxx		XX		00000		Xxxxxx
129		0		Xxx Xxxxxxxx Xxxxxx xx Xxxxxxx		Xxxxxxxxxx		XX		00000		Xxxxxxxxxx
130		1		Hickory Mini Storage		Xxx Xxx		XX		00000		Harford
131		0		Xxxxxxxx Xxxxxx		Xxxx		XX		00000		Utah
132		0		Xxxxx Xxxxx Xxxxxxxxxx		Xxxxxxx		XX		00000		Maricopa
133		0		Xxxx Xxxxxxx Xxxxxx		Xxxxxxx		XX		00000		Orange
134		2		Knights Landing		Xxxxxxx		XX		00000		Orange
135		0		Xxxx Xxxxxxx Xxxxxxxxxx		Xxxxxxxx		XX		00000		Los Angeles
136		0		XXX Xxxxxx Xxxxxxx		Xx Xxxx		XX		00000		Xxxxx
137		1		0000 Xxxx Xxxxxx		Xxxxxxx		XX		00000		Maricopa
138		0		Xxxxxxxxx Xxxxx Xxxxxxxxxx		Xxx Xxxxxxx		XX		00000		Los Angeles
139		1		Rite Aid - Roseburg, OR		Xxxxxxxx		XX		00000		Lane
000		0		Xxxxxxxxxx XX Xxxxxxxxx		Xxxxx		XX		00000		Miami-Dade
141		0		Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx		Xxxxxxxxx		XX		00000		Jefferson
142		0		Xxxxx Xxxx Xxxxxx X & XX		Xxxxxxxx Xxxxxxx		XX		00000		El Paso
143		0		Xxx Xxxx Xxxxx		Xxxxxxx		XX		00000		Maricopa
144		0		Xx Xxxxx Xxxxxxxxxx		Xxxx Xxxxxx		XX		00000		Los Angeles
145		0		Xxxxxx Xxxxx Xxxxxxxxxx		Xxxxxx		XX		00000		Sumter
146		1		Xxxxx Xxx & Xxxxxx - Xxxxxx, XX		Xxxxxx		XX		00000		Oklahoma
147		1		Walgreens - Grand Junction, CO		Xxxxx Xxxxxxxx		XX		00000		Mesa
148		1		000 Xxxxxxxxx Xxxx Xxxx		Xxxxxxxx		XX		00000		Nassau
149		1		000-000 Xxxxxxxxx Xxxx Xxxxx		Xxxxxxxx		XX		00000		Nassau
000		0		Xxxxxxx Xxxx - Xxxxxxxx Xxxx, XX		Xxxxxxxx Xxxx		XX		00000		Oklahoma
000		0		Xxxxxxx Xxxxxxxxxx		Xxxxxx		XX		00000		San Bernardino
152		0		Xxxxxxxx Xxxxxxxxxx		Xxxxx		XX		00000		Miami-Dade
153		0		Xxxxxxxx Xxxxxx Xxxxxxxxxx		Xxxxxx Xxxx		XX		00000		Los Angeles
154		2		Xxxxxxxx - Xxxxxxxxx Apartments		Xxxxxxxxx		XX		00000		Los Angeles
155		1		5000 Xxxxxxxxxx Xxxxxx Xxxxx		Xxxxxxxxxxx		XX		00000		Xxxx
156		0		Xxxx Xxxx xxx Xxxx Xxxxxxx Xxxxxxxxxx		Xxxxxx Xxxx		XX		00000		Orange
157		0		Xxxxxxxxx Xxx Xxxx Xxxxxxxxxx		Xxx Xxxx		XX		00000		Los Angeles
158		0		Xxxxxxxx Xxxxxxx Xxxxxxxxxx		Xxxxxxxx		XX		00000		Los Angeles
159		1		Walgreens - Auburn, AL		Xxxxxx		XX		00000		Xxx
160		1		Shoppes at Home Depot		Xxxxxxx		XX		00000		Davidson
000		0		Xxxx Xxxxxxxxxx		Xxx Xxxxxx		XX		00000		Los Angeles
162		1		Rite Aid - Xxxxxxx, XX		Xxxxxxx		XX		00000		Malheur
000		0		Xxxxxxxxx - Xxxxxxx, XX (Xxx Xxxxxxx Xxxxxxx)		Xxxxxxx		XX		00000		Xxxxxx
164		1		Country Inn & Suites - Michigan City, IN		Xxxxxxxx Xxxx		XX		00000		XxXxxxx
165		0		Xxxx Xxxx Xxxxx Xxxxxxxxxx		Xxxxxxxx		XX		00000		Los Angeles
166		1		Walgreens - Fort Xxxxxx, CO		Xxxx Xxxxxx		XX		00000		Xxxxxx
167		0		Xxxx Xxxxxx Xxxxxxxxxx		Xxx Xxxxxxx		XX		00000		Los Angeles
168		0		Xxxxxxxxx Xxxxxxxxxxx		Xxxxxxxxx		XX		00000		Xxxxxxx
169		1		Silver Dome MHP		Xxxxxx		XX		00000		Xxxxxx
170		1		26th and Pulaski		Xxxxxxx		XX		00000		Xxxx
171		1		Xxxxxxxxxx Retail		Xxxx Xxxxxx		XX		00000		Salt Lake
172		0		Xxxxxx Xxxxx Xxxxxxxxxx		Xxxxx Xxxxx		XX		00000		Los Angeles
173		1		Walgreens - Knoxville, TN		Xxxxxxxxx		XX		00000		Xxxx
174		1		Walgreens - Houston, TX (El Camino Real)		Xxxxxxx		XX		00000		Xxxxxx
175		1		Shops at Xxxxxx Xxxxxx		Xxxx Xxxxx		XX		00000		Xxx
176		0		Xxxxx Xxxxxx Xxxxxxxxxx		Xxx Xxxxxxx		XX		00000		Los Angeles
177		0		Xxxx Xxxxxxx Xxxxxxxxxx		Xxx Xxxx		XX		00000		Los Angeles
178		0		Xxxxxx Xxxxxx Xxxxxxxxxx		Xxx Xxxxxxx		XX		00000		Los Angeles
179		0		Xxxxxxxxxx Xxxxxx Xxxxxxxxxx		Xxxxxxxxxx		XX		00000		Los Angeles
180		1		FBI - Flagstaff, AZ		Xxxxxxxxx		XX		00000		Coconino
181		1		CVS - Kissimmee, XX		Xxxxxxxxx		XX		00000		Osceola
182		1		United SuperMarket - Xxxxxx Xxxx		Xxxxxx		XX		00000		Xxxxxxxxxx
183		1		Xxxxx Xxx & Xxxxxx - Xxxxxxx, XX		Xxxxxxx		XX		00000		Xxxxx
184		0		Xxxxxxxxx Xxxxxxxx		Xxxxx Xxxxx		XX		00000		Minnehaha
185		1		Walgreens - Xxxx Xxxxxxx, XX		Xxxx Xxxxxxx		XX		00000		Calcasieu
186		1		Walgreens - New Hartford, NY		Xxx Xxxxxxxx		XX		00000		Oneida
187		1		Compass Insurance Agency		Xxxxxxx		XX		00000		Maricopa
188		0		Xxxxxxxxx Xxxx Xxxxxxxxx		Xxxxx Xxxxx		XX		00000		Minnehaha
189		1		Layton Retail Shops		Xxxxxx		XX		00000		Xxxxx
190		1		Arizona Retail Pool		Various		AZ		Various		Various
190.01				St. Mary’s		Xxxxxx		XX		00000		Pima
000.00				Xxxxxx Xxxxx		Xxxxxx Xxxxx		XX		00000		Cochise
191		1		Shoppes at Xxxxx Xxxx		Xxxx Xxxxxxx		XX		00000		Calcasieu
192		0		Xxxxxxxx XX Xxxxxxxx Xxxxxx		Xx. Xxxxx		XX		00000		Xxxxxx
193		0		Xxxxxxxx Xxxxxx Xxxxxx Xxxxxx		Xxxxxxx		XX		00000		Xxxxxx
194		0		Xxxxxx Xxxxxxxxxx		Xxxxxxxx		XX		00000		Los Angeles
195		0		Xxxx Xxxxxx Xxxxxxx Xxxxxx		Xxxx Xxxx		XX		00000		Summit
196		1		Mentor Retail		Xxxxxx		XX		00000		Lake
197		2		000 Xxxxx 0xx Xxxxxx Xxxxxxx Xxxxxxx		Xxxxxxxxx		XX		00000		Champaign
198		1		Shoppes at Spring Valley		Xxxxxxxx		XX		00000		Lake
199		0		Xxxxx Xxxx Xxxxxxxx Xxxxxx		Xxxxxx		XX		00000		Xxxxxxxxx
000		0		Xxxxxx Xxxxxxx Xxxxxxx		Xxxxxx		XX		00000		Lake
201		1		000 Xxxxxxxxx Xxxx Xxxxx		Xxxxxxxx		XX		00000		Nassau
202		0		Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx		Xxxxxxxxx		XX		00000		Xxxxxx
203		0		Xxxxxxxx Xxxxx Xxxxxxxx		Xxxx Xxxx Xxxx		XX		00000		Salt Lake
204		0		Xxxx Xxxxxx Xxxxxxxxxx		Xxxxxxxx		XX		00000		Los Angeles
205		0		Xxxxxxx & Xxxxxx Xxxxxx		Xxxxxxxxx		XX		00000		Tarrant
206		0		Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx		Xxxx		XX		00000		Utah
207		0		Xxxxx Xxxx Xxxxxx Xxxxxxxx		Xxx Xxxxxxx		XX		00000		Los Angeles

Mortgage Loan Number		Loan Group Number		Property Name		Cut-Off Date Loan Balance ($)		Monthly P&I Payments ($)		Grace Days		Mortgage Rate (%)
1		1		The Gas Company Tower(1)		229,000,000.00		IO				5.1020%
2		1		1180 Peachtree Street(3)		193,850,000.00		IO				5.6900%
3		1		Montclair Plaza		190,000,000.00		IO		3 (once per year)		5.7880%
4		1		Four Seasons Resort and Club - Dallas, TX(4)		175,000,000.00		IO				6.2300%
5		1		311 South Xxxxxx(1)(5)		158,600,000.00		1,009,772.24				6.5700%
6		1		RLJ Hotel Pool(1)		146,092,500.00		903,701.52		5		6.2940%
6.01				Marriott - Denver, CO
6.02				Marriott - Bedford Park, IL
6.03				Renaissance - Plantantion, FL
6.04				Marriott - Austin, TX
6.05				Hilton Garden Inn - Bedford Park, IL
6.06				Residence Inn - Plantation, FL
6.07				Renaissance - Broomfield, CO
6.08				Courtyard - Salt Lake City, UT
6.09				Residence Inn Galleria - Houston, TX
6.10				Xxxxxxx Xxx - Xxxxxxx Xxxx, XX
6.11				Marriott - Pontiac, MI
6.12				Holiday Inn Express - Bedford Park, IL
6.13				Courtyard - Austin, TX
6.14				Springhill Suites - Austin, TX
6.15				Residence Inn - Round Rock, TX
6.16				Xxxxxxxxx Xxx - Xxxxxx, XX
0.00				Xxxxxxxxx - Xxxxx, XX
6.18				Residence Inn - Pontiac, MI
6.19				Residence Inn - Schaumberg, IL
6.20				Sleep Inn - Bedford Park, IL
6.21				Springhill Suites - Schaumberg, IL
6.22				Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxx, XX
6.23				Courtyard - Fort Xxxxx, IN
6.24				Courtyard - Louisville, KY
6.25				Courtyard - Merrillville, IN
6.26				Residence Inn - Louisville, CO
6.27				Residence Inn - Fishers, IN
6.28				Courtyard - Xxxxxxxxx, TX
6.29				Residence Inn - Xxxxxxxxx, TX
6.30				Fairfield Inn & Suites - Merrillville, IN
6.31				Courtyard - Mesquite, TX
6.32				Residence Inn - Merrillville, IN
6.33				Courtyard - Mishawaka, IN
6.34				Courtyard - Pontiac, MI
6.35				Residence Inn II - Austin, TX
6.36				Hampton Inn - Merrillville, IN
6.37				Holiday Inn Express - Merrillville, IN
6.38				Courtyard - Valparaiso, IN
6.39				Fairfield Inn & Suites - Austin, TX
6.40				Holiday Inn Select - Grand Rapids, MI
6.41				Xxxxxxxxx Xxx - Xxxxx Xxxx, XX
0.00				Xxxxxxxxx - Xxxxxx Harbor, MI
6.43				Fairfield Inn & Suites - Valparaiso, IN
7		1		500-512 Seventh Avenue(1)		136,918,271.49		861,399.20				5.7063636%
8		1		Newport Bluffs(1)		132,000,000.00		IO				6.1040%
9		1		Gateway Shopping Center		87,000,000.00		IO		5		5.8900%
10		1		Embassy Suites - Washington, DC(6)		65,000,000.00		416,019.00				5.9300%
11		1		Westin - Falls Church, VA(7)		64,000,000.00		393,398.29				5.5100%
12		1		Brookfield Lakes Corporate Center		60,563,000.00		348,061.44				5.6100%
13		1		The Willows Shopping Center		56,000,000.00		332,156.44				5.9000%
14		1		Personality Pool(8)		54,000,000.00		343,094.32				6.5500%
14.01				000 Xxxxxx Xxxxxx
14.02				000 Xxxxx Xxxxxx
14.03				000 Xxxxxx Xxxxxx
15		1		Traders Point Retail Center		48,000,000.00		283,478.13				5.8600%
16		2		Carefree Alexander		43,969,000.00		IO				6.3500%
17		1		Lakeside Pool		42,500,000.00		256,724.80				6.0700%
17.01				0000 Xxxxxxxx
17.02				1957 Lakeside
17.03				1927 Lakeside
17.04				1990 Lakeside
17.05				1975 Lakeside
17.06				1967 Lakeside
18		1		ITC Crossing South Shopping Center		41,795,000.00		IO				5.8000%
19		1		Hotel Valencia - San Jose, CA		36,500,000.00		224,025.09				6.2200%
20		1		000 Xxxxxxxxx Xxxx Xxxxx		28,000,000.00		169,995.17				6.1175%
21		0		Xxxxxxx Xxxxxx		28,000,000.00		169,136.34				6.0700%
22		1		Cross Island Plaza		26,956,666.21		171,903.22				6.5700%
23		1		Lake Worth Towne Crossing		26,491,000.00		IO				5.1700%
00		0		Xxxxxxxx Xxxxx		26,000,000.00		IO				6.0500%
25		1		Cypress Towne Center		25,650,000.00		IO				6.0700%
26		0		Xxxxxxxxx Xxxxxx		24,640,000.00		IO				6.2395%
27		0		Xxxxxx Xxxxxxx Xxxxxxxxxxx		24,375,000.00		IO				5.6600%
28		2		Liberty Estates Apartments		24,120,000.00		IO				5.9300%
29		0		Xxxx Xxxxxx Xxxxxxx		24,000,000.00		146,836.85				6.1900%
30		2		Carefree Pueblo		23,635,000.00		IO				6.3500%
31		1		Bellwood Pool		23,300,000.00		IO				6.0500%
31.01				City Centre East
31.02				City Centre Plaza
31.03				City Centre Shoppes
31.04				Valley Creek Commons
31.05				Valley Creek Professional
31.06				Xxxxxxxxxx Xxxxxxx
00		0		Xxxxx Xxxxx Xxxxxx		22,875,000.00		IO				6.1000%
33		2		Steeplechase at Xxxxx Farm Apartments(9)		21,450,000.00		IO				6.2200%
34		1		San Tan Corporate Center Two		21,000,000.00		IO				5.8300%
35		1		San Xxxxxxxx Value Square		20,500,000.00		IO				6.2000%
36		1		Market at Mill Run		20,120,000.00		124,668.51				6.3100%
37		1		United Food Group Food Processing Facility		20,000,000.00		120,811.67				6.0700%
38		2		The Exchange at Denton		19,890,000.00		IO				6.3200%
39		0		Xxxxxx Xxxxxx		19,500,000.00		IO				6.2750%
40		2		Willina Ranch Apartments		19,400,000.00		IO				6.3700%
41		0		Xxxxxxx Xxxxx and Reflections at Chatham Court Apartments		18,937,500.00		110,057.38				5.7120%
42		1		Xxxxxxx River Place		18,000,000.00		111,297.80		5		6.2900%
43		1		San Tan Corporate Center One		18,000,000.00		IO				5.8300%
44		1		Matrix Financial Center		17,600,000.00		IO				5.7800%
45		2		Xxxxxx Xxxxx Apartments		17,180,000.00		IO				5.9300%
46		2		Club Wildwood		17,000,000.00		IO				6.6400%
47		0		Xxxxxx Xxxxx Xxxx		16,800,000.00		101,373.46				6.0600%
48		0		Xxxxx Xxxxxx Xxxxxx		16,000,000.00		IO				5.9900%
49		1		Gateway Center		16,000,000.00		IO				6.1700%
50		1		Renaissance Commons		15,750,000.00		97,488.21				6.3000%
00		0		Xxx Xxxxxx X,XX,XXX Apartments		15,553,000.00		89,188.45				5.5900%
52		2		Pebble Brook Village		15,472,000.00		IO				5.8950%
53		2		Xxxxxx at Las Cruces		15,140,000.00		92,041.19				6.1300%
54		2		Ambassador Inn Apartments		15,081,900.00		86,486.94				5.5900%
55		0		Xxxxxx Xxxxxx Xxxx Center		14,700,000.00		88,323.03				6.0200%
56		2		The Grove at Carrollton Apartments		14,650,000.00		89,062.32				6.1300%
57		0		Xxxxxxxxx Xxxxxxx		14,000,000.00		85,927.43				6.2200%
58		1		Marketplace Retail & Office Center		13,800,000.00		84,073.49				6.1500%
59		2		Lake Xxxxxx Apartments(10)		13,600,000.00		IO				6.2200%
60		1		Four Seasons MHP		13,500,000.00		IO				6.6400%
61		1		Black Mountain Market Place		13,450,000.00		78,414.30				6.1900%
62		1		000 Xxxxx Xxxxxxxxx		13,125,000.00		79,028.86				6.0400%
63		1		Xxxx Corporate Center		12,750,000.00		IO				6.3700%
00		0		Xxxxxx Xxxx		12,750,000.00		78,255.34				6.2200%
65		1		Extra Space Storage - Rockville, MD		12,680,000.00		76,676.41				6.0800%
66		2		Deep River Pointe Apartments(11)		12,400,000.00		IO				6.2200%
67		1		Xxxxxx Commons		12,100,000.00		74,108.75				6.2000%
68		1		Lionville Shopping Center		11,500,000.00		70,732.70				6.2400%
69		2		Carefree Sandhill		11,455,000.00		IO				6.3500%
70		1		AB Mar Valley Court Office Building		11,400,000.00		71,830.99				6.4700%
71		2		Westlakes Villas Apartments		11,325,000.00		65,945.81				5.7300%
72		2		Carefree Eastern		11,324,000.00		IO				6.3500%
73		0		Xxxx Xxxxxx Apartments		11,216,800.00		64,322.58				5.5900%
74		1		South Xxxxx Parking Structure		11,125,000.00		IO				6.1000%
75		1		Brentwood Medical Office		10,970,120.56		Steps				6.0200%
76		2		Country Club Apartments		10,600,000.00		IO				5.9300%
77		1		Vista Pool		10,600,000.00		IO				6.1300%
77.01				0000 Xxxxxx Xxx
77.02				0000 Xxxx Xxxxxx Xxxxx
77.03				2641 La Mirada
77.04				0000 Xx Xxxxxx Xxxxx
78		1		Lake City Commons		10,500,000.00		IO				5.9800%
79		1		Residence Inn - Norman, OK		9,900,000.00		64,897.86				6.1830%
80		1		Hunter’s Ridge Shopping Center		9,700,000.00		59,661.50				6.2400%
00		0		000 Xxxxxxx Xxxx		9,500,000.00		IO				6.1800%
82		2		Victoria Point Apartments		9,091,298.76		55,793.74				6.2100%
83		1		000 Xxxx Xxxxx		9,091,248.37		55,616.63				6.1800%
84		2		Spring Valley Club Apartments		9,000,000.00		55,707.55				6.3000%
85		2		Boulder Ridge Apartments(12)		8,600,000.00		52,616.54				6.1900%
86		1		Xxxxx Xxxxxxx Apartments		8,591,156.49		50,625.18				5.8300%
87		1		Freeport Corporate Center		8,500,000.00		51,619.42				6.1200%
88		1		0000 Xxxxx Xxxxxx		8,400,000.00		51,611.03				6.2300%
89		0		Xxxxxxx Xxx - Xxxxx Xxxxxxxx, ME(13)		8,400,000.00		52,844.94				5.7500%
90		2		Eagle Lake Apartments		8,230,000.00		48,237.38				5.7900%
91		2		Cypress Landing		8,200,000.00		IO				6.3500%
92		1		Desert Inn Pecos Center		8,150,000.00		50,022.04				6.2200%
00		0		Xxxxxxx Xxxxxxxx Xxxxxxx (Xxxxxxxx X)		8,125,000.00		IO				6.3200%
94		0		Xxxxxxx Xxx xxx Xxxxxx - Xxxx Xxxxx Xxxxx, XX		8,000,000.00		55,121.47				6.7200%
95		1		Oakley Building		7,991,974.83		47,758.50				5.9600%
96		1		AKI Building		7,800,000.00		48,025.94				6.2500%
00		0		Xxxxxxx Xxxxxxxx		7,720,000.00		46,533.76				6.0500%
00		0		Xxxxxxxx Xx Xxxxxx Xxxx Xxxx		7,700,000.00		IO				6.2500%
99		1		Xxxxxxxxx Crossing		7,592,760.97		46,695.69				6.2300%
000		0		Xxxxxxx Xxxxx Apartments		7,362,900.00		42,222.44				5.5900%
101		1		Xxxxxxxx Water Works Building		7,360,000.00		45,940.90				6.3800%
102		1		Drake Office Building		7,200,000.00		44,051.06				6.1900%
103		0		Xxxxxxx Xxxxx		7,200,000.00		43,492.20				6.0700%
104		2		Strawberry Hill Apartments		7,100,000.00		IO				5.9300%
105		1		Cornerstone Business Center		7,068,000.00		44,767.57				6.5200%
106		1		Xxxxxx Valley Industrial Center		7,000,000.00		43,009.19				6.2300%
000		0		Xxxxxxxx Xxxxxxxx X		6,875,000.00		42,554.38				6.3000%
108		2		Carefree Winterhaven		6,864,000.00		IO				6.3500%
109		2		Casa Tierra Apartments		6,775,000.00		39,064.91				5.6400%
110		2		Park Forest Apartments(14)		6,550,000.00		IO				6.2200%
000		0		Xxxxxxxx Xxxx		6,500,000.00		IO				6.5300%
112		1		Sports Authority Plaza		6,492,738.39		38,646.89				6.3600%
000		0		Xxxx Xxxxxxx		6,200,000.00		IO				6.3500%
000		0		Xxxx Xxxxxxx Apartments		6,198,600.00		35,545.78				5.5900%
115		2		West View Apartments		6,160,000.00		35,324.43				5.5900%
116		1		Monroe Office Building		6,121,056.36		37,267.93				6.1350%
117		1		Southcreek Corporate Center II		6,000,000.00		36,251.24				6.0720%
000		0		Xxxxx Xxxxx Xxxxxx		5,989,959.01		37,491.08				6.3900%
119		2		Indian Summer Apartments		5,989,560.28		36,826.04				6.2200%
120		2		210 North Charter Apartments		5,850,000.00		34,362.32				5.8100%
121		1		Agoura Hills Business Center II		5,800,000.00		33,539.72				6.1200%
122		2		Hollywood Pointe - Inglewood Apartments		5,701,200.00		32,693.45				5.5900%
123		2		Arbor Club & Creek		5,700,000.00		34,947.73				6.2100%
000		0		Xxxxxxx Xxx Xxxxxxx - Xxxxxxx, XX		5,692,298.64		38,220.11				6.4250%
000		0		000 Xxxxxxxxx Xxxx Xxxx		5,600,000.00		34,261.93				6.1900%
126		1		Bold Concepts Building		5,585,000.00		33,233.96				5.9300%
000		0		Xxxxxxx Xxxx Apartments		5,500,000.00		32,481.87				5.8600%
128		1		Xxxxxxx Shopping Center		5,454,779.26		33,476.24				6.2100%
129		1		The Business Center of Alabama		4,994,974.68		29,816.99				5.9500%
130		1		Hickory Mini Storage		4,991,418.47		30,883.48				6.2800%
000		0		Xxxxxxxx Xxxxxx		4,800,000.00		28,532.01				5.9200%
132		2		Paseo Verde Apartments		4,798,000.00		27,665.45				5.6400%
133		2		Lake Ivanhoe Shores		4,750,000.00		IO				6.3500%
134		2		Knights Landing		4,700,000.00		IO				6.3500%
000		0		Xxxx Xxxxxxx Apartments		4,577,300.00		26,248.46				5.5900%
136		1		ATC Office Complex		4,500,000.00		28,236.22				6.4300%
000		0		0000 Xxxx Xxxxxx		4,492,282.40		32,055.10				6.4900%
138		2		Hollywood Point Apartments		4,339,200.00		24,883.08				5.5900%
139		1		Rite Aid - Roseburg, OR		4,311,170.09		32,157.91		5		6.4800%
140		2		Springtree II Apartment		4,300,000.00		IO				6.3500%
141		1		Xxxxxxxxx Medical Office Building		4,275,000.00		26,488.96				6.3100%
142		1		Union Town Center I & II		4,250,000.00		25,864.69				6.1400%
143		1		One Stop Plaza		4,192,642.20		25,696.45				6.1900%
144		2		El Adobe Apartments		4,139,500.00		23,737.90				5.5900%
145		2		Xxxxxx Trace Apartments		4,040,000.00		24,482.19				6.1000%
000		0		Xxxxx Xxx & Xxxxxx - Xxxxxx, XX		4,000,000.00		24,889.43				6.3500%
000		0		Xxxxxxxxx - Xxxxx Xxxxxxxx, XX		3,981,000.00		24,927.46				6.4100%
000		0		000 Xxxxxxxxx Xxxx Xxxx		3,925,000.00		24,013.94				6.1900%
149		1		000-000 Xxxxxxxxx Xxxx Xxxxx		3,925,000.00		24,013.94				6.1900%
000		0		Xxxxxxx Xxxx - Xxxxxxxx Xxxx, XX		3,900,000.00		IO				5.9500%
151		2		Suntree Apartments		3,843,900.00		22,042.79				5.5900%
152		2		Pinewood Apartments		3,800,000.00		IO				6.3500%
153		2		Woodland Pointe Apartments		3,763,200.00		21,580.02				5.5900%
154		2		Xxxxxxxx - Xxxxxxxxx Apartments		3,748,000.00		21,492.85				5.5900%
000		0		0000 Xxxxxxxxxx Xxxxxx Xxxxx		3,600,000.00		IO				6.3000%
156		2		Park East and Park Xxxxxxx Apartments		3,600,000.00		IO				6.3500%
157		2		Courtyard Van Nuys Apartments		3,598,700.00		20,636.69				5.5900%
000		0		Xxxxxxxx Xxxxxxx Apartments		3,520,000.00		20,185.39				5.5900%
000		0		Xxxxxxxxx - Xxxxxx, XX		3,505,000.00		IO				5.2300%
160		1		Shoppes at Home Depot		3,500,000.00		21,778.25				6.3500%
161		2		Cove Apartments		3,471,600.00		19,907.84				5.5900%
162		1		Rite Aid - Ontario, OR		3,450,000.00		26,738.78		5		6.9200%
000		0		Xxxxxxxxx - Xxxxxxx, XX (Xxx Houston Parkway)		3,414,000.00		IO				5.3500%
000		0		Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx Xxxx, XX		3,395,279.57		22,428.76				6.2500%
165		2		Park Wood Patio Apartments		3,360,000.00		19,267.87				5.5900%
000		0		Xxxxxxxxx - Xxxx Xxxxxx, XX		3,323,428.92		20,801.30				6.3900%
167		2		Rose Pointe Apartments		3,302,100.00		18,935.84				5.5900%
168		1		Corsicana Marketplace		3,296,874.86		20,340.14				6.2600%
169		1		Silver Dome MHP		3,200,000.00		19,185.62				6.0000%
170		1		26th and Pulaski		3,187,048.28		19,911.88				6.3800%
171		1		Xxxxxxxxxx Retail		3,150,000.00		19,538.73				6.3200%
172		2		Burnet House Apartments		3,096,300.00		17,755.69				5.5900%
173		1		Walgreens - Knoxville, TN		3,088,000.00		IO				5.8000%
174		1		Walgreens - Houston, TX (El Camino Real)		3,081,000.00		IO				5.3900%
175		1		Shops at Market Square		3,050,000.00		17,954.28				5.8300%
176		2		South Towers Apartments		3,039,800.00		17,431.69				5.5900%
177		2		Casa Meadows Apartments		2,937,900.00		16,847.35				5.5900%
178		2		Studio Pointe Apartments		2,883,400.00		16,534.82				5.5900%
179		2		Northridge Pointe Apartments		2,872,000.00		16,469.44				5.5900%
180		1		FBI - Flagstaff, AZ		2,825,000.00		16,393.43				6.1500%
181		1		CVS - Kissimmee, FL		2,814,000.00		IO				5.4400%
182		1		United SuperMarket - Borger West		2,794,174.49		21,132.18				6.5600%
183		1		Sleep Inn & Suites - Guthrie, OK		2,725,000.00		18,144.80				6.3500%
184		1		Harvester Building		2,722,364.16		16,601.47				6.1500%
185		1		Walgreens - Lake Charles, LA		2,714,000.00		IO				5.4300%
186		1		Walgreens - New Hartford, NY		2,700,000.00		16,327.00				6.0800%
187		1		Compass Insurance Agency		2,675,000.00		16,348.84				6.1800%
188		1		Cleveland Park Townhomes		2,522,557.62		15,383.01				6.1500%
189		1		Layton Retail Shops		2,520,686.12		15,629.06				6.3000%
190		1		Arizona Retail Pool		2,500,000.00		15,101.46				6.0700%
190.01				St. Mary’s
190.02				Sierra Vista
191		1		Shoppes at Prien Lake		2,415,000.00		15,042.77				6.3600%
192		1		Eastgate II Business Center		2,350,000.00		14,408.27				6.2100%
193		1		Kirkwood Square Retail Center		2,195,322.55		15,952.45				6.1500%
194		2		Sonoma Apartments		2,188,300.00		12,548.77				5.5900%
195		1		Bear Hollow Village Square		2,121,000.00		13,086.96				6.2700%
196		1		Mentor Retail		2,025,000.00		12,402.50				6.2000%
197		2		806 South 3rd Street Student Housing		1,998,087.64		12,262.36				6.2100%
198		1		Shoppes at Spring Valley		1,997,911.87		11,671.46				5.7500%
199		1		North Park Shopping Center		1,995,838.92		15,094.41				6.5600%
200		1		Mentor Medical Offices		1,975,000.00		12,096.26				6.2000%
201		1		225 Crossways Park Drive		1,925,000.00		11,777.54				6.1900%
202		1		Hampton Place Shopping Center		1,645,821.73		11,058.58				6.4200%
203		1		Einstein Bagel Building		1,640,000.00		9,917.14				6.0800%
204		2		Park Royale Apartments		1,489,100.00		8,539.22				5.5900%
205		1		Matlock & Bardin Center		1,347,726.42		8,411.21				6.3625%
206		1		Sherwin Williams Retail Center		1,250,000.00		7,769.78				6.3400%
207		1		China Gate Office Building		965,500.00		5,536.65				5.5900%

Mortgage Loan Number		Loan Group Number		Property Name		Number of Units		Unit of Measure		Original Term to Maturity or ARD (Mos.)		Remaining Term to Maturity or ARD (Mos.)
1		1		The Gas Company Tower(1)		1,313,409		Sq. Ft.		120		118
2		1		1180 Peachtree Street(3)		669,711		Sq. Ft.		120		120
3		1		Montclair Plaza		875,085		Sq. Ft.		60		59
4		1		Four Seasons Resort and Club - Dallas, TX(4)		397		Rooms		120		119
5		1		311 South Wacker(1)(5)		1,281,000		Sq. Ft.		120		118
6		1		RLJ Hotel Pool(1)		5,429		Rooms		120		117
6.01				Marriott - Denver, CO		279		Rooms
6.02				Marriott - Bedford Park, IL		200		Rooms
6.03				Renaissance - Plantantion, FL		250		Rooms
6.04				Marriott - Austin, TX		211		Rooms
6.05				Hilton Garden Inn - Bedford Park, IL		174		Rooms
6.06				Residence Inn - Plantation, FL		138		Rooms
6.07				Renaissance - Broomfield, CO		232		Rooms
6.08				Courtyard - Salt Lake City, UT		154		Rooms
6.09				Residence Inn Galleria - Houston, TX		146		Rooms
6.10				Hampton Inn - Bedford Park, IL		170		Rooms
6.11				Marriott - Pontiac, MI		290		Rooms
6.12				Holiday Inn Express - Bedford Park, IL		104		Rooms
6.13				Courtyard - Austin, TX		102		Rooms
6.14				Springhill Suites - Austin, TX		152		Rooms
6.15				Residence Inn - Round Rock, TX		96		Rooms
6.16				Residence Inn - Austin, TX		84		Rooms
6.17				Courtyard - Tampa, FL		90		Rooms
6.18				Residence Inn - Pontiac, MI		114		Rooms
6.19				Residence Inn - Schaumberg, IL		125		Rooms
6.20				Sleep Inn - Bedford Park, IL		120		Rooms
6.21				Springhill Suites - Schaumberg, IL		132		Rooms
6.22				Fairfield Inn & Suites - Brandon, FL		107		Rooms
6.23				Courtyard - Fort Wayne, IN		142		Rooms
6.24				Courtyard - Louisville, KY		114		Rooms
6.25				Courtyard - Merrillville, IN		112		Rooms
6.26				Residence Inn - Louisville, CO		88		Rooms
6.27				Residence Inn - Fishers, IN		78		Rooms
6.28				Courtyard - Sugarland, TX		112		Rooms
6.29				Residence Inn - Sugarland, TX		78		Rooms
6.30				Fairfield Inn & Suites - Merrillville, IN		113		Rooms
6.31				Courtyard - Mesquite, TX		101		Rooms
6.32				Residence Inn - Merrillville, IN		78		Rooms
6.33				Courtyard - Mishawaka, IN		78		Rooms
6.34				Courtyard - Pontiac, MI		110		Rooms
6.35				Residence Inn II - Austin, TX		66		Rooms
6.36				Hampton Inn - Merrillville, IN		64		Rooms
6.37				Holiday Inn Express - Merrillville, IN		62		Rooms
6.38				Courtyard - Valparaiso, IN		111		Rooms
6.39				Fairfield Inn & Suites - Austin, TX		63		Rooms
6.40				Holiday Inn Select - Grand Rapids, MI		148		Rooms
6.41				Residence Inn - South Bend, IN		80		Rooms
6.42				Courtyard - Benton Harbor, MI		98		Rooms
6.43				Fairfield Inn & Suites - Valparaiso, IN		63		Rooms
7		1		500-512 Seventh Avenue(1)		1,169,647		Sq. Ft.		120		117
8		1		Newport Bluffs(1)		1,052		Units		120		120
9		1		Gateway Shopping Center		476,934		Sq. Ft.		60		60
10		1		Embassy Suites - Washington, DC(6)		384		Rooms		120		120
11		1		Westin - Falls Church, VA(7)		405		Rooms		120		108
12		1		Brookfield Lakes Corporate Center		506,719		Sq. Ft.		120		120
13		1		The Willows Shopping Center		261,339		Sq. Ft.		120		120
14		1		Personality Pool(8)		Various		Various		120		119
14.01				114 Powell Street		56,064		Sq. Ft.
14.02				440 Geary Street		56,064		Sq. Ft.
14.03				952 Sutter Street		57		Rooms
15		1		Traders Point Retail Center		331,408		Sq. Ft.		120		120
16		2		Carefree Alexander		472		Units		60		58
17		1		Lakeside Pool		511,576		Sq. Ft.		120		120
17.01				1979 Lakeside		200,436		Sq. Ft.
17.02				1957 Lakeside		87,425		Sq. Ft.
17.03				1927 Lakeside		58,365		Sq. Ft.
17.04				1990 Lakeside		60,708		Sq. Ft.
17.05				1975 Lakeside		54,485		Sq. Ft.
17.06				1967 Lakeside		50,157		Sq. Ft.
18		1		ITC Crossing South Shopping Center		372,730		Sq. Ft.		120		120
19		1		Hotel Valencia - San Jose, CA		211		Rooms		120		118
20		1		135 Crossways Park Drive		121,631		Sq. Ft.		120		120
21		2		Charter Square		492		Units		120		117
22		1		Cross Island Plaza		221,758		Sq. Ft.		120		118
23		1		Lake Worth Towne Crossing		214,537		Sq. Ft.		60		59
24		1		Windrose Place		134		Units		120		120
25		1		Cypress Towne Center		207,684		Sq. Ft.		120		119
26		1		Twinbrook Square		92,986		Sq. Ft.		60		59
27		1		Lorton Station Marketplace		132,445		Sq. Ft.		120		120
28		2		Liberty Estates Apartments		580		Units		60		59
29		1		Main Street Commons		171,648		Sq. Ft.		120		118
30		2		Carefree Pueblo		242		Units		60		58
31		1		Bellwood Pool		145,724		Sq. Ft.		120		120
31.01				City Centre East		55,710		Sq. Ft.
31.02				City Centre Plaza		32,047		Sq. Ft.
31.03				City Centre Shoppes		17,648		Sq. Ft.
31.04				Valley Creek Commons		16,338		Sq. Ft.
31.05				Valley Creek Professional		13,104		Sq. Ft.
31.06				Centrewood Commons		10,877		Sq. Ft.
32		1		South Tryon Square		236,697		Sq. Ft.		120		119
33		2		Steeplechase at Adams Farm Apartments(9)		420		Units		120		118
34		1		San Tan Corporate Center Two		133,503		Sq. Ft.		120		120
35		1		San Fernando Value Square		131,061		Sq. Ft.		120		119
36		1		Market at Mill Run		146,173		Sq. Ft.		120		118
37		1		United Food Group Food Processing Facility		164,826		Sq. Ft.		120		120
38		2		The Exchange at Denton		228		Units		120		120
39		1		Bryant Square		280,529		Sq. Ft.		120		119
40		2		Willina Ranch Apartments		175		Units		120		119
41		2		Chatham Court and Reflections at Chatham Court Apartments		494		Units		120		119
42		1		Charles River Place		103,656		Sq. Ft.		120		118
43		1		San Tan Corporate Center One		133,317		Sq. Ft.		120		120
44		1		Matrix Financial Center		181,250		Sq. Ft.		120		120
45		2		Laurel Pines Apartments		236		Units		60		59
46		2		Club Wildwood		478		Pads		60		59
47		1		Hughes Plaza West		71,546		Sq. Ft.		120		119
48		1		Apple Valley Square		184,841		Sq. Ft.		120		119
49		1		Gateway Center		113,609		Sq. Ft.		60		58
50		1		Renaissance Commons		71,801		Sq. Ft.		120		120
51		2		Las Palmas I,II,III Apartments		212		Units		120		120
52		2		Pebble Brook Village		236		Units		120		120
53		2		Groves at Las Cruces		168		Units		120		120
54		2		Ambassador Inn Apartments		236		Units		120		120
55		1		Victor Valley Town Center		95,864		Sq. Ft.		120		119
56		2		The Grove at Carrollton Apartments		168		Units		120		120
57		1		Inverness Commons		126,899		Sq. Ft.		60		59
58		1		Marketplace Retail & Office Center		121,512		Sq. Ft.		120		120
59		2		Lake Brandt Apartments(10)		284		Units		120		118
60		1		Four Seasons MHP		335		Pads		60		59
61		1		Black Mountain Market Place		47,473		Sq. Ft.		120		120
62		1		515 Union Boulevard		117,450		Sq. Ft.		120		120
63		1		Howe Corporate Center		104,379		Sq. Ft.		60		58
64		1		Pointe West		341		Pads		120		119
65		1		Extra Space Storage - Rockville, MD		93,575		Sq. Ft.		120		119
66		2		Deep River Pointe Apartments(11)		240		Units		120		118
67		1		Hoover Commons		195,809		Sq. Ft.		120		118
68		1		Lionville Shopping Center		93,139		Sq. Ft.		120		118
69		2		Carefree Sandhill		180		Units		60		58
70		1		AB Mar Valley Court Office Building		155,605		Sq. Ft.		120		119
71		2		Westlakes Villas Apartments		325		Units		120		118
72		2		Carefree Eastern		114		Units		60		58
73		2		Park Circle Apartments		164		Units		120		120
74		1		South Tryon Parking Structure		312,720		Sq. Ft.		120		119
75		1		Brentwood Medical Office		51,771		Sq. Ft.		120		118
76		2		Country Club Apartments		150		Units		60		59
77		1		Vista Pool		168,013		Sq. Ft.		120		119
77.01				1125 Joshua Way		55,300		Sq. Ft.
77.02				1385 Park Center Drive		46,031		Sq. Ft.
77.03				2641 La Mirada		29,122		Sq. Ft.
77.04				2651 La Mirada Drive		37,560		Sq. Ft.
78		1		Lake City Commons		91,794		Sq. Ft.		120		120
79		1		Residence Inn - Norman, OK		126		Rooms		120		119
80		1		Hunter’s Ridge Shopping Center		93,807		Sq. Ft.		120		118
81		1		141 Parkway Road		80,642		Sq. Ft.		120		118
82		2		Victoria Point Apartments		84		Units		60		59
83		1		300 Park Place		99,297		Sq. Ft.		120		119
84		2		Spring Valley Club Apartments		160		Units		120		119
85		2		Boulder Ridge Apartments(12)		88		Units		120		119
86		1		Conte Lubrano Apartments		69,649		Sq. Ft.		120		119
87		1		Freeport Corporate Center		98,835		Sq. Ft.		60		59
88		1		1000 South Avenue		38,389		Sq. Ft.		120		119
89		1		Hampton Inn - South Portland, ME(13)		117		Rooms		120		120
90		2		Eagle Lake Apartments		162		Units		120		120
91		2		Cypress Landing		246		Units		120		119
92		1		Desert Inn Pecos Center		48,172		Sq. Ft.		120		118
93		1		Gateway Mountain Village (Building C)		36,147		Sq. Ft.		120		120
94		1		Hampton Inn and Suites - Port Saint Lucie, FL		73		Rooms		120		120
95		1		Oakley Building		36,573		Sq. Ft.		120		119
96		1		AKI Building		60,859		Sq. Ft.		120		120
97		1		Parkway Building		42,915		Sq. Ft.		120		119
98		2		Westward Ho Mobile Home Park		131		Pads		120		118
99		1		Wilkinson Crossing		44,840		Sq. Ft.		120		119
100		2		Terrace Point Apartments		123		Units		120		120
101		1		Grinnell Water Works Building		52,538		Sq. Ft.		120		120
102		1		Drake Office Building		83,182		Sq. Ft.		120		118
103		2		Hampton Court		182		Units		120		117
104		2		Strawberry Hill Apartments		145		Units		60		59
105		1		Cornerstone Business Center		71,567		Sq. Ft.		60		60
106		1		Keyser Valley Industrial Center		270,000		Sq. Ft.		120		118
107		1		Westfork Building T		116,685		Sq. Ft.		120		118
108		2		Carefree Winterhaven		96		Units		60		58
109		2		Casa Tierra Apartments		200		Units		120		120
110		2		Park Forest Apartments(14)		151		Units		120		118
111		1		Syracuse Hill		82,365		Sq. Ft.		60		58
112		1		Sports Authority Plaza		58,366		Sq. Ft.		120		118
113		2		Jade Gardens		160		Units		120		119
114		2		Palm Terrace Apartments		96		Units		120		120
115		2		West View Apartments		150		Units		120		120
116		1		Monroe Office Building		68,112		Sq. Ft.		73		72
117		1		Southcreek Corporate Center II		56,093		Sq. Ft.		120		119
118		1		Cross Creek Centre		35,147		Sq. Ft.		120		118
119		2		Indian Summer Apartments		216		Units		120		118
120		2		210 North Charter Apartments		25		Units		120		120
121		1		Agoura Hills Business Center II		34,172		Sq. Ft.		120		120
122		2		Hollywood Pointe - Inglewood Apartments		61		Units		120		120
123		2		Arbor Club & Creek		128		Units		120		120
124		1		Holiday Inn Express - Everett, WA		99		Rooms		120		119
125		1		175 Crossways Park West		40,000		Sq. Ft.		120		120
126		1		Bold Concepts Building		35,640		Sq. Ft.		120		120
127		2		Fairway Lane Apartments		78		Units		120		120
128		1		Baldwin Shopping Center		42,068		Sq. Ft.		120		119
129		1		The Business Center of Alabama		46,429		Sq. Ft.		120		119
130		1		Hickory Mini Storage		75,040		Sq. Ft.		120		118
131		1		Carillon Square		49,091		Sq. Ft.		120		120
132		2		Paseo Verde Apartments		184		Units		120		120
133		2		Lake Ivanhoe Shores		92		Units		120		119
134		2		Knights Landing		104		Units		120		119
135		2		Rose Terrace Apartments		54		Units		120		120
136		1		ATC Office Complex		45,000		Sq. Ft.		120		120
137		1		2065 West Obispo		55,594		Sq. Ft.		120		119
138		2		Hollywood Point Apartments		50		Units		120		120
139		1		Rite Aid - Roseburg, OR		17,272		Sq. Ft.		120		119
140		2		Springtree II Apartment		92		Units		120		119
141		1		Wadsworth Medical Office Building		21,447		Sq. Ft.		120		117
142		1		Union Town Center I & II		20,530		Sq. Ft.		120		119
143		1		One Stop Plaza		32,162		Sq. Ft.		120		118
144		2		El Adobe Apartments		67		Units		120		120
145		2		Dillon Trace Apartments		72		Units		120		120
146		1		Sleep Inn & Suites - Edmond, OK		100		Rooms		120		120
147		1		Walgreens - Grand Junction, CO		14,490		Sq. Ft.		120		120
148		1		240 Crossways Park West		25,929		Sq. Ft.		120		120
149		1		303-325 Crossways Park Drive		26,304		Sq. Ft.		120		120
150		1		Circuit City - Oklahoma City, OK		49,439		Sq. Ft.		120		119
151		2		Suntree Apartments		50		Units		120		120
152		2		Pinewood Apartments		92		Units		120		119
153		2		Woodland Pointe Apartments		41		Units		120		120
154		2		Valencia - Hawthorne Apartments		51		Units		120		120
155		1		5000 California Office Plaza		33,546		Sq. Ft.		120		120
156		2		Park East and Park Knowles Apartments		76		Units		120		119
157		2		Courtyard Van Nuys Apartments		60		Units		120		120
158		2		Colonial Terrace Apartments		51		Units		120		120
159		1		Walgreens - Auburn, AL		14,758		Sq. Ft.		120		116
160		1		Shoppes at Home Depot		39,584		Sq. Ft.		120		118
161		2		Cove Apartments		49		Units		120		120
162		1		Rite Aid - Ontario, OR		17,272		Sq. Ft.		237		237
163		1		Walgreens - Houston, TX (Sam Houston Parkway)		15,050		Sq. Ft.		120		115
164		1		Country Inn & Suites - Michigan City, IN		56		Rooms		120		119
165		2		Park Wood Patio Apartments		52		Units		120		120
166		1		Walgreens - Fort Morgan, CO		14,490		Sq. Ft.		120		118
167		2		Rose Pointe Apartments		38		Units		120		120
168		1		Corsicana Marketplace		25,192		Sq. Ft.		120		119
169		1		Silver Dome MHP		206		Pads		120		120
170		1		26th and Pulaski		19,525		Sq. Ft.		120		119
171		1		Sutherland Retail		39,892		Sq. Ft.		120		120
172		2		Burnet House Apartments		36		Units		120		120
173		1		Walgreens - Knoxville, TN		15,120		Sq. Ft.		60		55
174		1		Walgreens - Houston, TX (El Camino Real)		15,624		Sq. Ft.		120		116
175		1		Shops at Market Square		9,265		Sq. Ft.		120		120
176		2		South Towers Apartments		33		Units		120		120
177		2		Casa Meadows Apartments		49		Units		120		120
178		2		Studio Pointe Apartments		42		Units		120		120
179		2		Northridge Pointe Apartments		28		Units		120		120
180		1		FBI - Flagstaff, AZ		9,282		Sq. Ft.		60		60
181		1		CVS - Kissimmee, FL		10,908		Sq. Ft.		120		115
182		1		United SuperMarket - Borger West		44,250		Sq. Ft.		240		239
183		1		Sleep Inn & Suites - Guthrie, OK		78		Rooms		120		120
184		1		Harvester Building		53,670		Sq. Ft.		120		119
185		1		Walgreens - Lake Charles, LA		14,490		Sq. Ft.		120		115
186		1		Walgreens - New Hartford, NY		14,550		Sq. Ft.		120		119
187		1		Compass Insurance Agency		24,414		Sq. Ft.		120		119
188		1		Cleveland Park Townhomes		52		Units		120		119
189		1		Layton Retail Shops		9,600		Sq. Ft.		120		118
190		1		Arizona Retail Pool		19,468		Sq. Ft.		120		119
190.01				St. Mary’s		15,600		Sq. Ft.
190.02				Sierra Vista		3,868		Sq. Ft.
191		1		Shoppes at Prien Lake		13,580		Sq. Ft.		120		119
192		1		Eastgate II Business Center		18,696		Sq. Ft.		120		118
193		1		Kirkwood Square Retail Center		13,920		Sq. Ft.		120		119
194		2		Sonoma Apartments		40		Units		120		120
195		1		Bear Hollow Village Square		16,035		Sq. Ft.		120		120
196		1		Mentor Retail		25,938		Sq. Ft.		120		120
197		2		806 South 3rd Street Student Housing		10		Units		60		59
198		1		Shoppes at Spring Valley		9,460		Sq. Ft.		120		119
199		1		North Park Shopping Center		61,891		Sq. Ft.		240		239
200		1		Mentor Medical Offices		18,282		Sq. Ft.		120		120
201		1		225 Crossways Park Drive		18,200		Sq. Ft.		120		120
202		1		Hampton Place Shopping Center		43,027		Sq. Ft.		120		118
203		1		Einstein Bagel Building		6,035		Sq. Ft.		120		120
204		2		Park Royale Apartments		18		Units		120		120
205		1		Matlock & Bardin Center		6,000		Sq. Ft.		120		118
206		1		Sherwin Williams Retail Center		13,840		Sq. Ft.		120		120
207		1		China Gate Office Building		10,018		Sq. Ft.		120		120

Mortgage Loan Number		Loan Group Number		Property Name		Maturity Date or ARD		Original Amort Term (Mos.)		Remaining Amort Term (Mos.)		Ground Lease
1		1		The Gas Company Tower(1)		08/11/16		IO		IO		Fee
2		1		1180 Peachtree Street(3)		10/11/16		IO		IO		Fee
3		1		Montclair Plaza		09/11/11		IO		IO		Fee
4		1		Four Seasons Resort and Club - Dallas, TX(4)		09/11/16		IO		IO		Both
5		1		311 South Wacker(1)(5)		08/11/16		360		360		Fee
6		1		RLJ Hotel Pool(1)		07/01/16		360		360		Fee
6.01				Marriott - Denver, CO								Fee
6.02				Marriott - Bedford Park, IL								Fee
6.03				Renaissance - Plantantion, FL								Fee
6.04				Marriott - Austin, TX								Fee
6.05				Hilton Garden Inn - Bedford Park, IL								Fee
6.06				Residence Inn - Plantation, FL								Fee
6.07				Renaissance - Broomfield, CO								Fee
6.08				Courtyard - Salt Lake City, UT								Fee
6.09				Residence Inn Galleria - Houston, TX								Fee
6.10				Hampton Inn - Bedford Park, IL								Fee
6.11				Marriott - Pontiac, MI								Fee
6.12				Holiday Inn Express - Bedford Park, IL								Fee
6.13				Courtyard - Austin, TX								Fee
6.14				Springhill Suites - Austin, TX								Fee
6.15				Residence Inn - Round Rock, TX								Fee
6.16				Residence Inn - Austin, TX								Fee
6.17				Courtyard - Tampa, FL								Fee
6.18				Residence Inn - Pontiac, MI								Fee
6.19				Residence Inn - Schaumberg, IL								Fee
6.20				Sleep Inn - Bedford Park, IL								Fee
6.21				Springhill Suites - Schaumberg, IL								Fee
6.22				Fairfield Inn & Suites - Brandon, FL								Fee
6.23				Courtyard - Fort Wayne, IN								Fee
6.24				Courtyard - Louisville, KY								Fee
6.25				Courtyard - Merrillville, IN								Fee
6.26				Residence Inn - Louisville, CO								Fee
6.27				Residence Inn - Fishers, IN								Fee
6.28				Courtyard - Sugarland, TX								Fee
6.29				Residence Inn - Sugarland, TX								Fee
6.30				Fairfield Inn & Suites - Merrillville, IN								Fee
6.31				Courtyard - Mesquite, TX								Fee
6.32				Residence Inn - Merrillville, IN								Fee
6.33				Courtyard - Mishawaka, IN								Fee
6.34				Courtyard - Pontiac, MI								Fee
6.35				Residence Inn II - Austin, TX								Fee
6.36				Hampton Inn - Merrillville, IN								Fee
6.37				Holiday Inn Express - Merrillville, IN								Fee
6.38				Courtyard - Valparaiso, IN								Fee
6.39				Fairfield Inn & Suites - Austin, TX								Fee
6.40				Holiday Inn Select - Grand Rapids, MI								Fee
6.41				Residence Inn - South Bend, IN								Fee
6.42				Courtyard - Benton Harbor, MI								Fee
6.43				Fairfield Inn & Suites - Valparaiso, IN								Fee
7		1		500-512 Seventh Avenue(1)		07/11/16		300		297		Leasehold
8		1		Newport Bluffs(1)		10/11/16		IO		IO		Fee
9		1		Gateway Shopping Center		10/01/11		IO		IO		Fee
10		1		Embassy Suites - Washington, DC(6)		11/11/16		300		300		Fee
11		1		Westin - Falls Church, VA(7)		10/11/15		300		300		Fee
12		1		Brookfield Lakes Corporate Center		10/11/16		360		360		Fee
13		1		The Willows Shopping Center		10/11/16		360		360		Both
14		1		Personality Pool(8)		09/11/16		360		360		Fee
14.01				114 Powell Street								Fee
14.02				440 Geary Street								Fee
14.03				952 Sutter Street								Fee
15		1		Traders Point Retail Center		10/11/16		360		360		Fee
16		2		Carefree Alexander		08/11/11		IO		IO		Fee
17		1		Lakeside Pool		10/11/16		360		360		Fee
17.01				1979 Lakeside								Fee
17.02				1957 Lakeside								Fee
17.03				1927 Lakeside								Fee
17.04				1990 Lakeside								Fee
17.05				1975 Lakeside								Fee
17.06				1967 Lakeside								Fee
18		1		ITC Crossing South Shopping Center		10/11/16		IO		IO		Fee
19		1		Hotel Valencia - San Jose, CA		08/11/16		360		360		Leasehold
20		1		135 Crossways Park Drive		10/11/16		360		360		Fee
21		2		Charter Square		07/11/16		360		360		Fee
22		1		Cross Island Plaza		08/11/16		360		358		Both
23		1		Lake Worth Towne Crossing		09/11/11		IO		IO		Fee
24		1		Windrose Place		10/11/16		IO		IO		Fee
25		1		Cypress Towne Center		09/11/16		IO		IO		Fee
26		1		Twinbrook Square		09/11/11		IO		IO		Fee
27		1		Lorton Station Marketplace		10/11/16		IO		IO		Fee
28		2		Liberty Estates Apartments		09/11/11		IO		IO		Fee
29		1		Main Street Commons		08/11/16		360		360		Fee
30		2		Carefree Pueblo		08/11/11		IO		IO		Fee
31		1		Bellwood Pool		10/11/16		IO		IO		Fee
31.01				City Centre East								Fee
31.02				City Centre Plaza								Fee
31.03				City Centre Shoppes								Fee
31.04				Valley Creek Commons								Fee
31.05				Valley Creek Professional								Fee
31.06				Centrewood Commons								Fee
32		1		South Tryon Square		09/11/16		IO		IO		Fee
33		2		Steeplechase at Adams Farm Apartments(9)		08/11/16		IO		IO		Fee
34		1		San Tan Corporate Center Two		10/11/16		IO		IO		Fee
35		1		San Fernando Value Square		09/11/16		IO		IO		Fee
36		1		Market at Mill Run		08/11/16		360		360		Fee
37		1		United Food Group Food Processing Facility		11/01/16		360		360		Fee
38		2		The Exchange at Denton		10/11/16		IO		IO		Fee
39		1		Bryant Square		09/11/16		IO		IO		Fee
40		2		Willina Ranch Apartments		09/11/16		IO		IO		Fee
41		0		Xxxxxxx Xxxxx and Reflections at Chatham Court Apartments		09/11/16		360		360		Fee
42		1		Xxxxxxx River Place		08/01/16		360		360		Fee
43		1		San Tan Corporate Center One		10/11/16		IO		IO		Fee
44		1		Matrix Financial Center		10/11/16		IO		IO		Fee
45		2		Xxxxxx Xxxxx Apartments		09/11/11		IO		IO		Fee
46		2		Club Wildwood		09/11/11		IO		IO		Fee
47		1		Xxxxxx Plaza West		09/11/16		360		360		Fee
48		0		Xxxxx Xxxxxx Xxxxxx		09/11/16		IO		IO		Fee
49		1		Gateway Center		08/11/11		IO		IO		Leasehold
50		1		Renaissance Commons		10/11/16		360		000		Xxx
00		0		Xxx Xxxxxx X,XX,XXX Apartments		10/11/16		360		360		Fee
52		2		Pebble Brook Village		10/11/16		IO		IO		Fee
53		2		Xxxxxx at Las Cruces		10/11/16		360		360		Fee
54		2		Ambassador Inn Apartments		10/11/16		360		360		Fee
55		1		Xxxxxx Valley Town Center		09/11/16		360		360		Fee
56		2		The Grove at Carrollton Apartments		10/11/16		360		360		Fee
57		1		Inverness Commons		09/11/11		360		360		Fee
58		1		Marketplace Retail & Office Center		10/11/16		360		360		Fee
59		2		Lake Xxxxxx Apartments(10)		08/11/16		IO		IO		Fee
60		1		Four Seasons MHP		09/11/11		IO		IO		Fee
61		1		Black Mountain Market Place		10/11/16		420		420		Fee
62		1		000 Xxxxx Xxxxxxxxx		10/11/16		360		360		Fee
63		1		Xxxx Corporate Center		08/11/11		IO		IO		Fee
64		1		Pointe West		09/11/16		360		360		Fee
65		1		Extra Space Storage - Rockville, MD		09/11/16		360		360		Fee
66		2		Deep River Pointe Apartments(11)		08/11/16		IO		IO		Fee
67		1		Xxxxxx Commons		08/11/16		360		360		Fee
68		1		Lionville Shopping Center		08/11/16		360		360		Fee
69		2		Carefree Sandhill		08/11/11		IO		IO		Fee
70		1		AB Mar Valley Court Office Building		09/11/16		360		360		Fee
71		2		Westlakes Villas Apartments		08/11/16		360		360		Fee
72		2		Carefree Eastern		08/11/11		IO		IO		Fee
73		2		Park Circle Apartments		10/11/16		360		360		Fee
74		1		South Xxxxx Parking Structure		09/11/16		IO		IO		Fee
75		1		Brentwood Medical Office		08/11/16		Varies		Varies		Fee
76		2		Country Club Apartments		09/11/11		IO		IO		Fee
77		1		Vista Pool		09/11/16		IO		IO		Fee
77.01				0000 Xxxxxx Xxx								Fee
77.02				0000 Xxxx Xxxxxx Xxxxx								Fee
77.03				2641 La Mirada								Fee
77.04				0000 Xx Xxxxxx Xxxxx								Fee
78		1		Lake City Commons		10/11/16		IO		IO		Fee
79		1		Residence Inn - Norman, OK		09/11/16		300		300		Fee
80		1		Hunter’s Ridge Shopping Center		08/11/16		360		360		Fee
81		1		141 Parkway Road		08/11/16		IO		IO		Fee
82		2		Victoria Point Apartments		09/11/11		360		359		Fee
83		1		000 Xxxx Xxxxx		09/11/16		360		359		Fee
84		2		Spring Valley Club Apartments		09/11/16		360		360		Fee
85		2		Boulder Ridge Apartments(12)		09/11/16		360		360		Fee
86		1		Xxxxx Xxxxxxx Apartments		09/11/16		360		359		Fee
87		1		Freeport Corporate Center		09/11/11		360		360		Fee
88		1		0000 Xxxxx Xxxxxx		09/11/16		360		360		Fee
89		0		Xxxxxxx Xxx - Xxxxx Xxxxxxxx, ME(13)		10/11/16		300		300		Fee
90		2		Eagle Lake Apartments		10/11/16		360		360		Fee
91		2		Cypress Landing		09/11/16		IO		IO		Fee
92		1		Desert Inn Pecos Center		08/11/16		360		360		Fee
93		1		Gateway Mountain Village (Building C)		10/11/16		IO		IO		Fee
94		1		Hampton Inn and Suites - Port Saint Lucie, FL		10/11/16		300		300		Fee
95		1		Oakley Building		09/11/16		360		359		Fee
96		1		AKI Building		10/11/16		360		360		Fee
00		0		Xxxxxxx Xxxxxxxx		09/11/16		360		360		Fee
98		2		Westward Ho Mobile Home Park		08/11/16		IO		IO		Fee
99		1		Xxxxxxxxx Crossing		09/11/16		360		359		Fee
000		0		Xxxxxxx Xxxxx Apartments		10/11/16		360		360		Fee
101		1		Xxxxxxxx Water Works Building		10/11/16		360		360		Fee
102		1		Drake Office Building		08/11/16		360		360		Fee
103		0		Xxxxxxx Xxxxx		07/11/16		360		360		Fee
104		2		Strawberry Hill Apartments		09/11/11		IO		IO		Fee
105		1		Cornerstone Business Center		10/11/11		360		360		Fee
106		1		Xxxxxx Valley Industrial Center		08/11/16		360		360		Fee
107		1		Westfork Building T		08/11/16		360		360		Fee
108		2		Carefree Winterhaven		08/11/11		IO		IO		Fee
109		2		Casa Tierra Apartments		10/11/16		360		360		Fee
110		2		Park Forest Apartments(14)		08/11/16		IO		IO		Fee
111		1		Syracuse Hill		08/11/11		IO		IO		Fee
112		1		Sports Authority Plaza		08/11/16		420		418		Fee
113		2		Jade Gardens		09/11/16		IO		IO		Fee
114		2		Palm Terrace Apartments		10/11/16		360		360		Fee
115		2		West View Apartments		10/11/16		360		360		Fee
116		1		Monroe Office Building		10/06/12		360		359		Fee
117		1		Southcreek Corporate Center II		09/11/16		360		360		Fee
118		1		Cross Creek Centre		08/11/16		360		358		Fee
119		2		Indian Summer Apartments		08/11/16		360		358		Fee
120		2		210 North Charter Apartments		10/11/16		360		360		Fee
121		1		Agoura Hills Business Center II		10/11/16		420		420		Fee
122		2		Hollywood Pointe - Inglewood Apartments		10/11/16		360		360		Fee
123		2		Arbor Club & Creek		10/11/16		360		360		Fee
000		0		Xxxxxxx Xxx Xxxxxxx - Xxxxxxx, XX		09/11/16		300		299		Fee
125		1		000 Xxxxxxxxx Xxxx Xxxx		10/11/16		360		360		Fee
126		1		Bold Concepts Building		10/11/16		360		360		Fee
000		0		Xxxxxxx Xxxx Apartments		10/11/16		360		360		Fee
128		1		Xxxxxxx Shopping Center		09/11/16		360		359		Fee
129		1		The Business Center of Alabama		09/11/16		360		359		Both
130		1		Hickory Mini Storage		08/11/16		360		358		Fee
131		0		Xxxxxxxx Xxxxxx		10/11/16		360		360		Fee
132		2		Paseo Verde Apartments		10/11/16		360		360		Fee
133		2		Lake Ivanhoe Shores		09/11/16		IO		IO		Fee
134		2		Knights Landing		09/11/16		IO		IO		Fee
135		2		Rose Terrace Apartments		10/11/16		360		360		Fee
136		1		ATC Office Complex		10/11/16		360		360		Fee
137		1		2065 West Obispo		09/11/16		264		263		Fee
138		2		Hollywood Point Apartments		10/11/16		360		360		Fee
139		1		Rite Aid - Roseburg, OR		09/01/16		240		239		Fee
140		2		Springtree II Apartment		09/11/16		IO		IO		Fee
141		1		Xxxxxxxxx Medical Office Building		07/11/16		360		360		Fee
142		1		Union Town Center I & II		09/11/16		360		360		Fee
143		1		One Stop Plaza		08/11/16		360		358		Fee
144		2		El Adobe Apartments		10/11/16		360		360		Fee
145		2		Xxxxxx Trace Apartments		10/11/16		360		360		Fee
000		0		Xxxxx Xxx & Xxxxxx - Xxxxxx, XX		10/11/16		360		360		Fee
147		1		Walgreens - Grand Junction, CO		10/11/16		360		360		Fee
148		1		000 Xxxxxxxxx Xxxx Xxxx		10/11/16		360		360		Fee
149		1		000-000 Xxxxxxxxx Xxxx Xxxxx		10/11/16		360		360		Fee
000		0		Xxxxxxx Xxxx - Xxxxxxxx Xxxx, XX		09/11/16		IO		IO		Fee
151		2		Suntree Apartments		10/11/16		360		360		Fee
152		2		Pinewood Apartments		09/11/16		IO		IO		Fee
153		2		Woodland Pointe Apartments		10/11/16		360		360		Fee
154		2		Xxxxxxxx - Xxxxxxxxx Apartments		10/11/16		360		360		Fee
155		1		5000 California Office Plaza		10/11/16		IO		IO		Fee
156		2		Park East and Park Xxxxxxx Apartments		09/11/16		IO		IO		Fee
157		2		Courtyard Van Nuys Apartments		10/11/16		360		360		Fee
158		0		Xxxxxxxx Xxxxxxx Apartments		10/11/16		360		360		Fee
159		1		Walgreens - Auburn, AL		06/11/16		IO		IO		Fee
160		1		Shoppes at Home Depot		08/11/16		360		360		Fee
161		2		Cove Apartments		10/11/16		360		360		Fee
162		1		Rite Aid - Ontario, OR		08/01/26		237		237		Fee
000		0		Xxxxxxxxx - Xxxxxxx, XX (Xxx Houston Parkway)		05/11/16		IO		IO		Fee
164		1		Country Inn & Suites - Michigan City, IN		09/11/16		300		299		Fee
165		2		Park Wood Patio Apartments		10/11/16		360		360		Fee
166		1		Walgreens - Fort Xxxxxx, CO		08/11/16		360		358		Fee
167		2		Rose Pointe Apartments		10/11/16		360		360		Fee
168		1		Corsicana Marketplace		09/11/16		360		359		Fee
169		1		Silver Dome MHP		10/11/16		360		360		Fee
170		1		26th and Pulaski		09/11/16		360		359		Fee
171		1		Xxxxxxxxxx Retail		10/11/16		360		360		Fee
172		2		Burnet House Apartments		10/11/16		360		360		Fee
173		1		Walgreens - Knoxville, TN		05/11/11		IO		IO		Fee
174		1		Walgreens - Houston, TX (El Camino Real)		06/11/16		IO		IO		Fee
175		1		Shops at Market Square		10/11/16		360		360		Fee
176		2		South Towers Apartments		10/11/16		360		360		Fee
177		2		Casa Xxxxxxx Apartments		10/11/16		360		360		Fee
178		2		Studio Pointe Apartments		10/11/16		360		360		Fee
179		2		Northridge Pointe Apartments		10/11/16		360		360		Fee
000		0		XXX - Xxxxxxxxx, XX		10/11/11		420		420		Leasehold
181		1		CVS - Kissimmee, FL		05/11/16		IO		IO		Fee
182		1		United SuperMarket - Xxxxxx West		09/11/26		240		239		Fee
183		1		Sleep Inn & Suites - Guthrie, OK		10/11/16		300		300		Fee
184		1		Harvester Building		09/11/16		360		359		Fee
185		1		Walgreens - Lake Charles, LA		05/11/16		IO		IO		Fee
186		1		Walgreens - New Hartford, NY		09/11/16		360		360		Fee
187		1		Compass Insurance Agency		09/11/16		360		360		Fee
188		1		Cleveland Park Townhomes		09/11/16		360		359		Fee
189		1		Xxxxxx Retail Shops		08/11/16		360		358		Fee
190		1		Arizona Retail Pool		09/11/16		360		360		Fee
190.01				St. Mary’s								Fee
190.02				Sierra Vista								Fee
191		1		Shoppes at Xxxxx Lake		09/11/16		360		360		Fee
192		1		Eastgate II Business Center		08/11/16		360		360		Fee
193		0		Xxxxxxxx Xxxxxx Retail Center		09/11/16		240		239		Fee
194		2		Sonoma Apartments		10/11/16		360		360		Fee
195		0		Xxxx Xxxxxx Xxxxxxx Xxxxxx		10/11/16		360		360		Fee
196		1		Mentor Retail		10/11/16		360		360		Fee
197		2		000 Xxxxx 0xx Xxxxxx Student Housing		09/11/11		360		359		Fee
198		1		Shoppes at Spring Valley		09/11/16		360		359		Fee
199		1		North Park Shopping Center		09/11/26		240		239		Fee
200		1		Mentor Medical Offices		10/11/16		360		360		Fee
201		1		000 Xxxxxxxxx Xxxx Xxxxx		10/11/16		360		360		Fee
202		0		Xxxxxxx Xxxxx Shopping Center		08/11/16		300		298		Fee
203		1		Einstein Bagel Building		10/11/16		360		360		Fee
204		2		Park Royale Apartments		10/11/16		360		360		Fee
205		1		Xxxxxxx & Xxxxxx Center		08/11/16		360		358		Fee
206		1		Xxxxxxx Xxxxxxxx Retail Center		10/11/16		360		360		Fee
207		1		China Gate Office Building		10/11/16		360		360		Fee

Mortgage Loan Number		Loan Group Number		Property Name		Master Servicing Fee Rate		ARD Loan		Anticipated Repayment Date		Additional Interest Rate		Loan Originator
1		1		The Gas Company Tower(1)		0.02000%		N						Xxxxxx
0		0		0000 Xxxxxxxxx Xxxxxx(0)		0.02000%		N						Xxxxxxxx
0		0		Xxxxxxxxx Xxxxx		0.02000%		N						Wachovia
4		1		Four Seasons Resort and Club - Dallas, TX(4)		0.02000%		N						Nomura
5		1		311 South Xxxxxx(1)(5)		0.02000%		N						Xxxxxxxx
0		0		XXX Hotel Pool(1)		0.02000%		N						Wachovia
6.01				Marriott - Denver, CO
6.02				Marriott - Bedford Park, IL
6.03				Renaissance - Plantantion, FL
6.04				Marriott - Austin, TX
6.05				Hilton Garden Inn - Bedford Park, IL
6.06				Residence Inn - Plantation, FL
6.07				Renaissance - Broomfield, CO
6.08				Courtyard - Salt Lake City, UT
6.09				Residence Inn Galleria - Houston, TX
6.10				Xxxxxxx Xxx - Xxxxxxx Xxxx, XX
6.11				Marriott - Pontiac, MI
6.12				Holiday Inn Express - Bedford Park, IL
6.13				Courtyard - Austin, TX
6.14				Springhill Suites - Austin, TX
6.15				Residence Inn - Round Rock, TX
6.16				Xxxxxxxxx Xxx - Xxxxxx, XX
0.00				Xxxxxxxxx - Xxxxx, XX
6.18				Residence Inn - Pontiac, MI
6.19				Residence Inn - Schaumberg, IL
6.20				Sleep Inn - Bedford Park, IL
6.21				Springhill Suites - Schaumberg, IL
6.22				Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxx, XX
6.23				Courtyard - Fort Xxxxx, IN
6.24				Courtyard - Louisville, KY
6.25				Courtyard - Merrillville, IN
6.26				Residence Inn - Louisville, CO
6.27				Residence Inn - Fishers, IN
6.28				Courtyard - Xxxxxxxxx, TX
6.29				Residence Inn - Xxxxxxxxx, TX
6.30				Fairfield Inn & Suites - Merrillville, IN
6.31				Courtyard - Mesquite, TX
6.32				Residence Inn - Merrillville, IN
6.33				Courtyard - Mishawaka, IN
6.34				Courtyard - Pontiac, MI
6.35				Residence Inn II - Austin, TX
6.36				Hampton Inn - Merrillville, IN
6.37				Holiday Inn Express - Merrillville, IN
6.38				Courtyard - Valparaiso, IN
6.39				Fairfield Inn & Suites - Austin, TX
6.40				Holiday Inn Select - Grand Rapids, MI
6.41				Xxxxxxxxx Xxx - Xxxxx Xxxx, XX
0.00				Xxxxxxxxx - Xxxxxx Harbor, MI
6.43				Fairfield Inn & Suites - Valparaiso, IN
7		1		500-512 Seventh Avenue(1)		0.02000%		N						Xxxxxxxx
0		0		Xxxxxxx Xxxxxx(0)		0.02000%		N						Wachovia
9		1		Gateway Shopping Center		0.02000%		N						Nomura
10		1		Embassy Suites - Washington, DC(6)		0.02000%		N						Wachovia
11		1		Westin - Falls Church, VA(7)		0.02000%		N						Wachovia
12		1		Brookfield Lakes Corporate Center		0.02000%		N						Wachovia
13		1		The Willows Shopping Center		0.02000%		N						Xxxxxxxx
00		0		Personality Pool(8)		0.03000%		N						Nomura
14.01				000 Xxxxxx Xxxxxx
14.02				000 Xxxxx Xxxxxx
14.03				000 Xxxxxx Xxxxxx
15		1		Traders Point Retail Center		0.02000%		N						Xxxxxxxx
00		0		Carefree Alexander		0.02000%		N						Xxxxxxxx
00		0		Lakeside Pool		0.02000%		N						Wachovia
17.01				1979 Lakeside
17.02				1957 Lakeside
17.03				1927 Lakeside
17.04				1990 Lakeside
17.05				1975 Lakeside