Filed Pursuant to Rule 424(b)(5)
Registration Statement No.: 333-131262-01

PROSPECTUS SUPPLEMENT
(To accompany prospectus dated May 18, 2006)

$2,637,006,000 (Approximate)
(Offered Certificates)
Wachovia Bank Commercial Mortgage Trust
Commercial Mortgage Pass-Through Certificates
Series 2006-C25
(Issuing Entity)
Wachovia Commercial Mortgage Securities, Inc.
(Depositor)
Wachovia Bank, National Association
CWCapital LLC
(Sponsors)

You should carefully consider the risk factors beginning on page S-50 of this prospectus supplement and on page 14 of the accompanying prospectus.
Neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any government agency or instrumentality.
The offered certificates will represent interests in the issuing entity only. They will not represent obligations of the Sponsors, the Depositor, any of their respective affiliates or any other party. The offered certificates will not be listed on any national securities exchange or any automated quotation system of any registered securities association.
This prospectus supplement may be used to offer and sell the offered certificates only if it is accompanied by the prospectus dated May 18, 2006.

The trust fund:

•	As of May 11, 2006, the mortgage loans included in the trust fund will have an aggregate principal balance of approximately $2,862,422,428.

•	The trust fund will consist of a pool of 152 fixed rate mortgage loans.

•	The mortgage loans are secured by first liens on commercial and multifamily properties.

•	All of the mortgage loans were originated or acquired by Wachovia Bank, National Association and CWCapital LLC.

The certificates:

•	The trust fund will issue 30 classes of certificates.

•	Only the 15 classes of offered certificates described in the following table are being offered by this prospectus supplement and the accompanying prospectus.

•	Distributions on the certificates will occur on a monthly basis, commencing in June 2006.

•	The only credit support for any class of offered certificates will consist of the subordination of the classes of certificates, if any, having a lower payment priority.

Class				Original Certificate Balance(1)				Percentage of Cut-Off Date Pool Balance				Pass-Through Rate				Assumed Final Distribution Date(2)				CUSIP No.				Expected Fitch/Moody’s Rating(3)
Class A-1				$85,824,000				2.998%				5.491%				November 15, 2010				92976 VAA6				AAA/Aaa
Class A-2				$122,437,000				4.277%				5.684%(4)				June 15, 2011				92976 VAB4				AAA/Aaa
Class A-3				$57,689,000				2.015%				5.919%(5)				March 15, 2013				92976 VAC2				AAA/Aaa
Class A-PB1				$50,000,000				1.747%				5.859%(5)				March 15, 2013				92976 VAD0				AAA/Aaa
Class A-PB2				$75,775,000				2.647%				5.939%(5)				August 15, 2015				92976 VAQ1				AAA/Aaa
Class A-4				$723,742,000				25.284%				5.954%(6)				April 15, 2016				92976 VAE8				AAA/Aaa
Class A-5				$500,000,000				17.468%				5.954%(6)				April 15, 2016				92976 VAF5				AAA/Aaa
Class A-1A				$388,228,000				13.563%				5.949%(5)				April 15, 2016				92976 VAG3				AAA/Aaa
Class A-M				$286,242,000				10.000%				5.954%(6)				May 15, 2016				92976 VAH1				AAA/Aaa
Class A-J				$218,260,000				7.625%				5.954%(6)				May 15, 2016				92976 VAJ7				AAA/Aaa
Class B				$10,734,000				0.375%				5.954%(6)				May 15, 2016				92976 VAK4				AA+/Aa1
Class C				$35,781,000				1.250%				5.954%(6)				May 15, 2016				92976 VAL2				AA/Aa2
Class D				$32,202,000				1.125%				5.954%(6)				May 15, 2016				92976 VAM0				AA−/Aa3
Class E				$17,890,000				0.625%				5.954%(6)				May 15, 2016				92976 VAN8				A+/A1
Class F				$32,202,000				1.125%				5.954%(6)				May 15, 2016				92976 VAP3				A/A2

(Footnotes explaining the table are on page S-3)

Neither the SEC nor any state securities commission has approved or disapproved the offered certificates or has determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is unlawful.

Wachovia Capital Markets, LLC is acting as sole lead manager for this offering. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the offered certificates. BB&T Capital Markets, a division of Scott & Stringfellow, Inc., Credit Suisse Securities (USA) LLC and Nomura Securities International, Inc. are acting as co-managers for this offering. Wachovia Capital Markets, LLC, BB&T Capital Markets, a division of Scott & Stringfellow, Inc., Credit Suisse Securities (USA) LLC and Nomura Securities International, Inc. are required to purchase the offered certificates from us, subject to certain conditions. The underwriters will offer the offered certificates to the public from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Capital Markets, LLC and may sell offered certificates on behalf of Wachovia Capital Markets, LLC in certain jurisdictions. We expect to receive from this offering approximately 100.29% of the initial certificate balance of the offered certificates, plus accrued interest from May 1, 2006 before deducting expenses.

We expect that delivery of the offered certificates will be made in book-entry form on or about May 31, 2006.

WACHOVIA SECURITIES

BB&T Capital Markets				Credit Suisse				NOMURA

May 18, 2006

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

We provide information to you about the offered certificates in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates and (b) this prospectus supplement, which describes the specific terms of the offered certificates. You should read both this prospectus supplement and the prospectus before investing in any of the offered certificates.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different. The information in this document may only be accurate as of the date of this document.

This prospectus supplement begins with several introductory sections describing the offered certificates and the trust fund in abbreviated form:

	•	SUMMARY OF PROSPECTUS SUPPLEMENT, commencing on page S-6 of this prospectus supplement, which gives a brief introduction of the key features of the offered certificates and a description of the mortgage loans included in the trust fund; and

	•	RISK FACTORS, commencing on page S-50 of this prospectus supplement, which describes risks that apply to the offered certificates which are in addition to those described in the accompanying prospectus.

This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The Tables of Contents in this prospectus supplement and the accompanying prospectus identify the pages where these sections are located.

You can find a listing of the pages where capitalized terms used in this prospectus supplement are defined under the caption ‘‘INDEX OF DEFINED TERMS’’ beginning on page S-239 in this prospectus supplement.

In this prospectus supplement, the terms ‘‘depositor,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to Wachovia Commercial Mortgage Securities, Inc.

We do not intend this prospectus supplement and the accompanying prospectus to be an offer or solicitation:

	•	if used in a jurisdiction in which such offer or solicitation is not authorized;

	•	if the person making such offer or solicitation is not qualified to do so; or

	•	if such offer or solicitation is made to anyone to whom it is unlawful to make such offer or solicitation.

This prospectus supplement and the accompanying prospectus may be used by us, Wachovia Capital Markets, LLC, our affiliate, and any other of our affiliates when required under the federal securities laws in connection with offers and sales of offered certificates in furtherance of market-making activities in offered certificates. Wachovia Capital Markets, LLC or any such other affiliate may act as principal or agent in these transactions. Sales will be made at prices related to prevailing market prices at the time of sale or otherwise.

S-1

EUROPEAN ECONOMIC AREA

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a ‘‘Relevant Member State’’), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of certificates to the public in that Relevant Member State at any time:

(a)    to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)    to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(c)    in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer of certificates to the public’’ in relation to any certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe the certificates, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

UNITED KINGDOM

Each underwriter has represented and agreed that:

(a)    it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’)) received by it in connection with the issue or sale of the certificates in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and

(b)    it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the certificates in, from or otherwise involving the United Kingdom.

NOTICE TO UNITED KINGDOM INVESTORS

The distribution of this prospectus if made by a person who is not an authorized person under the FSMA, is being made only to, or directed only at persons who (1) are outside the United Kingdom, or (2) have professional experience in matters relating to investments, or (3) are persons falling within Articles 49(2)(a) through (d) (‘‘high net worth companies, unincorporated associations, etc.’’) or 19 (Investment Professionals) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as the ‘‘Relevant Persons’’). This prospectus must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this prospectus relates, including the offered certificates, is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Potential investors in the United Kingdom are advised that all, or most, of the protections afforded by the United Kingdom regulatory system will not apply to an investment in the offered certificates and that compensation will not be available under the United Kingdom Financial Services Compensation Scheme.

S-2

(Footnotes to table on the front cover)

(1)	Subject to a permitted variance of plus or minus 5.0%.

(2)

The ‘‘Assumed Final Distribution Date’’ has been determined on the basis of the assumptions set forth in ‘‘DESCRIPTION OF THE CERTIFICATES—Assumed Final Distribution Date; Rated Final Distribution Date’’ in this prospectus supplement and a 0% CPR (as defined in ‘‘YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life’’ in this prospectus supplement). The ‘‘Rated Final Distribution Date’’ is the distribution date to occur in May 2043. See ‘‘DESCRIPTION OF THE CERTIFICATES— Assumed Final Distribution Date; Rated Final Distribution Date’’ and ‘‘RATINGS’’ in this prospectus supplement.

(3)	By each of Fitch, Inc. and Moody’s Investors Service, Inc. See ‘‘RATINGS’’ in this prospectus supplement.

(4)	The pass-through rate applicable to the Class A-2 certificates for any distribution date will be subject to a maximum rate equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement) for the related date.

(5)	The pass-through rate applicable to each of the Class A-3, Class A-PB1, Class A-PB2 and Class A-1A certificates for any distribution date will be equal to the weighted average net mortgage rate (calculated as described in this prospectus supplement), minus 0.035%, 0.095%, 0.015% and 0.005%, respectively, for the related date.

(6)	The pass-through rate applicable to each of the Class A-4, Class A-5, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement) for the related date.

S-3

TABLE OF CONTENTS

SUMMARY OF PROSPECTUS SUPPLEMENT				S-6
OVERVIEW OF THE CERTIFICATES				S-7
THE PARTIES				S-9
IMPORTANT DATES AND PERIODS				S-14
THE CERTIFICATES				S-15
THE MORTGAGE LOANS				S-35
RISK FACTORS				S-50
DESCRIPTION OF THE MORTGAGE POOL				S-95
General				S-95
Mortgage Loan Selection Process				S-96
Mortgage Loan History				S-97
Certain Terms and Conditions of the Mortgage Loans				S-97
Certain State Specific Considerations				S-102
Assessments of Property Condition				S-103
Co-Lender Loans				S-104
Mezzanine Loans				S-120
Certain Provisions of the Intercreditor Agreements with Respect to Certain Subordinate Loans				S-120
Additional Mortgage Loan Information				S-121
Twenty Largest Mortgage Loans				S-126
The Sponsors				S-132
The Depositor				S-142
Significant Obligor				S-142
The Mortgage Loan Sellers				S-143
Assignment of the Mortgage Loans; Repurchases and Substitutions				S-144
Representations and Warranties; Repurchases and Substitutions				S-147
Repurchase or Substitution of Cross-Collateralized Mortgage Loans				S-150
Changes in Mortgage Pool Characteristics				S-151
SERVICING OF THE MORTGAGE LOANS				S-152
General				S-152
The Master Servicer				S-153
The Special Servicer				S-155
LNR Partners, Inc. as 2006-C23 Special Servicer				S-157
CWCapital as a Primary Servicer				S-159
Certain Special Servicing Provisions				S-162
Servicing of the Prime Outlets Pool Loan				S-164
Compensation and Payment of Expenses				S-166
Modifications, Waivers and Amendments				S-174
The Controlling Class Representative				S-176
Defaulted Mortgage Loans; REO Properties; Purchase Option				S-180
Inspections; Collection of Operating Information				S-183
DESCRIPTION OF THE CERTIFICATES				S-185
General				S-185
The Issuing Entity				S-185
Registration and Denominations				S-186
Certificate Balances and Notional Amount				S-186
Pass-Through Rates				S-187
Distributions				S-189
Subordination; Allocation of Losses and Certain Expenses				S-202

S-4

P&I Advances				S-205
Appraisal Reductions				S-208
Reports to Certificateholders; Available Information				S-210
Assumed Final Distribution Date; Rated Final Distribution Date				S-215
Voting Rights				S-216
Termination				S-216
The Trustee				S-217
YIELD AND MATURITY CONSIDERATIONS				S-219
Yield Considerations				S-219
Weighted Average Life				S-223
Effect of Loan Groups				S-230
MATERIAL FEDERAL INCOME TAX CONSEQUENCES				S-231
General				S-231
Taxation of the Offered Certificates				S-231
Reporting and Other Administrative Matters				S-232
USE OF PROCEEDS				S-232
ERISA CONSIDERATIONS				S-232
LEGAL INVESTMENT				S-235
METHOD OF DISTRIBUTION				S-236
CERTAIN RELATIONSHIPS AMONG PARTIES				S-237
LEGAL MATTERS				S-237
RATINGS				S-238
INDEX OF DEFINED TERMS				S-239

ANNEX A-1				Certain Characteristics of the Mortgage Loans and Mortgaged Properties					A-1
ANNEX A-2				Certain Information Regarding Multifamily Mortgaged Properties					A-2
ANNEX A-3				Reserve Accounts Information					A-3
ANNEX A-4				Commercial Tenant Schedule					A-4
ANNEX A-5				Certain Characteristics of the Mortgage Loans and Mortgaged Properties (Crossed & Portfolios)					A-5
ANNEX A-6				Debt Service Payment Schedule for EDS Building Loan					A-6
ANNEX A-7				Certain Mortgage Pool Information					A-7
ANNEX B				Form of Distribution Date Statement					B-1
ANNEX C-1				Class A-PB1 Planned Principal Balance Schedule					C-1
ANNEX C-2				Class A-PB2 Planned Principal Balance Schedule					C-2
ANNEX D				Top Twenty Mortgage Loan Summaries					D-1
ANNEX E				Certain Short-Term Collateral Supporting Class A-1, Class A-2 and Class A-3					E-1

S-5

SUMMARY OF PROSPECTUS SUPPLEMENT

•	This summary highlights selected information from this prospectus supplement and does not contain all of the information that you need to consider in making your investment decision. To understand the terms of the offered certificates, you must carefully read this entire prospectus supplement and the accompanying prospectus.

•	This summary provides an overview of certain calculations, cash flows and other information to aid your understanding and is qualified by the full description of these calculations, cash flows and other information in this prospectus supplement and the accompanying prospectus.

•	We provide information in this prospectus supplement on the certificates that are not offered by this prospectus supplement only to enhance your understanding of the offered certificates. We are not offering the non-offered certificates pursuant to this prospectus supplement.

•	For purposes of making distributions to the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates, the pool of mortgage loans will be deemed to consist of 2 distinct loan groups, loan group 1 and loan group 2.

•

Unless otherwise stated, all percentages of the mortgage loans included in the trust fund, or of any specified group of mortgage loans included in the trust fund, referred to in this prospectus supplement are calculated using the aggregate principal balance of the mortgage loans included in the trust fund as of the cut-off date (which is May 11, 2006, with respect to 136 mortgage loans, May 1, 2006, with respect to 11 mortgage loans, May 5, 2006, with respect to 4 mortgage loans and May 6, 2006, with respect to 1 mortgage loan), after giving effect to payments due on or before such date whether or not received. The cut-off date balance of each mortgage loan included in the trust fund and each cut-off date certificate balance in this prospectus supplement assumes the timely receipt of principal scheduled to be paid (if any) on each mortgage loan and no defaults, delinquencies or prepayments on any mortgage loan on or before the related cut-off date. Percentages of mortgaged properties are references to the percentages of the aggregate principal balance of all the mortgage loans included in the trust fund, or of any specified group of mortgage loans included in the trust fund, as of the cut-off date represented by the aggregate principal balance of the related mortgage loans as of the cut-off date.

•

One (1) mortgage loan, the Prime Outlets Pool mortgage loan, is part of a split loan structure where the companion loan is  pari passu in right of entitlement to payment with the mortgage loan. Certain other mortgage loans are each part of a split loan structure in which the related companion loan is subordinate to the related mortgage loan. Amounts attributable to any companion loan will not be assets of the trust fund and will be beneficially owned by the holder of such companion loan.

•	All numerical or statistical information concerning the mortgage loans included in the trust fund is provided on an approximate basis and excludes information on the subordinate companion loans.

S-6

OVERVIEW OF THE CERTIFICATES

The table below lists certain summary information concerning the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C25, which we are offering pursuant to the accompanying prospectus and this prospectus supplement. Each certificate represents an interest in the mortgage loans included in the trust fund and the other assets of the trust fund. The table also describes the certificates that are not offered by this prospectus supplement (other than the Class Z, Class R-I and Class R-II certificates) which have not been registered under the Securities Act of 1933, as amended, and which will be sold to investors in private transactions.

Class				Closing Date Certificate Balance or Notional Amount(1)				Percentage of Cut-Off Date Pool Balance				Credit Support				Pass-Through Rate Description				Initial Pass- Through Rate				Weighted Average Life (years)(2)				Cash Flow or Principal Window (Mon./Yr.)(2)				Expected Fitch/Moody’s Rating(3)
Class A-1				$	85,824,000				2.998	%			30.000	%			Fixed				5.491	%			3.16			06/06–11/10				AAA/Aaa
Class A-2				$	122,437,000				4.277	%			30.000	%			Fixed	(4)			5.684	%			4.79			11/10–06/11				AAA/Aaa
Class A-3				$	57,689,000				2.015	%			30.000	%			WAC	(5)			5.919	%			5.97			06/11–03/13				AAA/Aaa
Class A-PB1				$	50,000,000				1.747	%			30.000	%			WAC	(5)			5.859	%			5.97			07/11–03/13				AAA/Aaa
Class A-PB2				$	75,775,000				2.647	%			30.000	%			WAC	(5)			5.939	%			8.03			03/13–08/15				AAA/Aaa
Class A-4				$	723,742,000				25.284	%			30.000	%			WAC	(6)			5.954	%			9.64			08/15–04/16				AAA/Aaa
Class A-5				$	500,000,000				17.468	%			30.000	%			WAC	(6)			5.954	%			9.88			04/16–04/16				AAA/Aaa
Class A-1A				$	388,228,000				13.563	%			30.000	%			WAC	(5)			5.949	%			8.75			06/06–04/16				AAA/Aaa
Class A-M				$	286,242,000				10.000	%			20.000	%			WAC	(6)			5.954	%			9.91			04/16–05/16				AAA/Aaa
Class A-J				$	218,260,000				7.625	%			12.375	%			WAC	(6)			5.954	%			9.96			05/16–05/16				AAA/Aaa
Class B				$	10,734,000				0.375	%			12.000	%			WAC	(6)			5.954	%			9.96			05/16–05/16				AA+/Aa1
Class C				$	35,781,000				1.250	%			10.750	%			WAC	(6)			5.954	%			9.96			05/16–05/16				AA/Aa2
Class D				$	32,202,000				1.125	%			9.625	%			WAC	(6)			5.954	%			9.96			05/16–05/16				AA−/Aa3
Class E				$	17,890,000				0.625	%			9.000	%			WAC	(6)			5.954	%			9.96			05/16–05/16				A+/A1
Class F				$	32,202,000				1.125	%			7.875	%			WAC	(6)			5.954	%			9.96			05/16–05/16				A/A2
Class G				$	32,202,000				1.125	%			6.750	%			WAC	(6)			5.954	%				(7)		(7)				A−/A3
Class H				$	32,203,000				1.125	%			5.625	%			WAC	(6)			5.954	%				(7)		(7)				BBB+/Baa1
Class J				$	32,202,000				1.125	%			4.500	%			WAC	(6)			5.954	%				(7)		(7)				BBB/Baa2
Class K				$	32,202,000				1.125	%			3.375	%			WAC	(6)			5.954	%				(7)		(7)				BBB−/Baa3
Class L				$	10,734,000				0.375	%			3.000	%			Fixed	(4)			5.575	%				(7)		(7)				BB+/Ba1
Class M				$	10,734,000				0.375	%			2.625	%			Fixed	(4)			5.575	%				(7)		(7)				BB/Ba2
Class N				$	10,734,000				0.375	%			2.250	%			Fixed	(4)			5.575	%				(7)		(7)				BB−/Ba3
Class O				$	7,156,000				0.250	%			2.000	%			Fixed	(4)			5.575	%				(7)		(7)				B+/B1
Class P				$	7,157,000				0.250	%			1.750	%			Fixed	(4)			5.575	%				(7)		(7)				B/B2
Class Q				$	7,156,000				0.250	%			1.500	%			Fixed	(4)			5.575	%				(7)		(7)				B−/B3
Class S				$	42,936,427				1.500	%			0.000	%			Fixed	(4)			5.575	%				(7)		(7)				NR/NR
Class IO				$	2,862,422,427				N/A				N/A				WAC-IO	(8)			0.042	%				(8)		(8)				AAA/Aaa

(1)	Subject to a permitted variance of plus or minus 5.0%.

(2)	Based on no prepayments and the other assumptions set forth under ‘‘YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life’’ in this prospectus supplement.

(3)	By each of Fitch, Inc. and Moody’s Investors Service, Inc. See ‘‘RATINGS’’ in this prospectus supplement.

(4)	The pass-through rate applicable to each of the Class A-2, Class L, Class M, Class N, Class O, Class P, Class Q and Class S certificates for any distribution date will be subject to a maximum rate equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement) for the related date.

S-7

(5)	The pass-through rate applicable to each of the Class A-3, Class A-PB1, Class A-PB2 and Class A-1A certificates for any distribution date will be equal to the weighted average net mortgage rate (calculated as described in this prospectus supplement) minus 0.035%, 0.095%, 0.015% and 0.005%, respectively, for the related date.

(6)	The pass-through rate applicable to each of the Class A-4, Class A-5, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described in this prospectus supplement) for the related date.

(7)	Not offered by this prospectus supplement. Any information we provide herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates.

(8)

The Class IO certificates are not offered by this prospectus supplement. Any information we provide in this prospectus supplement regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. The Class IO certificates will not have a certificate balance and their holders will not receive distributions of principal, but these holders are entitled to receive payments of the interest accrued on the notional amount of the Class IO certificates, as described in this prospectus supplement. The interest rate applicable to the Class IO certificates for each distribution date will be as described in this prospectus supplement. See ‘‘DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates’’ in this prospectus supplement.

S-8

 THE PARTIES 

The Trust Fund		The trust fund will be created on or about the closing date pursuant to a pooling and servicing agreement, dated as of May 1, 2006, by and among the depositor, the master servicer, the special servicer and the trustee.

The Depositor		Wachovia Commercial Mortgage Securities, Inc. We are a wholly-owned subsidiary of Wachovia Bank, National Association, which is one of the mortgage loan sellers, a sponsor, the master servicer, the master servicer under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23, under which the Prime Outlets Pool whole loan is serviced, and an affiliate of one of the underwriters. Our principal executive office is located at 301 South College Street, Charlotte, North Carolina 28288-0166 and our telephone number is (704) 374-6161. Neither we nor any of our affiliates have insured or guaranteed the offered certificates. For more detailed information, see ‘‘THE DEPOSITOR’’ in the accompanying prospectus.

		On the closing date, we will sell the mortgage loans and related assets to be included in the trust fund to the trustee to create the trust fund.

The Issuing Entity		A common law trust, created under the laws of the State of New York, to be established on the closing date under the pooling and servicing agreement. The issuing entity is also sometimes referred to herein as the trust fund. For more detailed information, see ‘‘DESCRIPTION OF THE CERTIFICATES—The Issuing Entity’’ in this prospectus supplement and the accompanying prospectus.

The Sponsors		Each of Wachovia Bank, National Association and CWCapital LLC will be a sponsor for this transaction. For more information, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—The Sponsors’’ in this prospectus supplement and ‘‘THE SPONSOR’’ in the accompanying prospectus.

The Mortgage Loan Sellers		Each of the sponsors will be a mortgage loan seller for this transaction. For more information, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—The Mortgage Loan Sellers’’ in this prospectus supplement. Wachovia Bank, National Association is the master servicer and a sponsor and is an affiliate of one of the underwriters and an affiliate of the depositor. CWCapital LLC is a sponsor and a primary servicer, an affiliate of the initial controlling class representative and an affiliate of the special servicer. The mortgage loan sellers will sell and assign to us on the closing date the mortgage loans to be included in the trust fund. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Representations and Warranties; Repurchases and Substitutions’’ in this prospectus supplement.

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Mortgage Loans by Mortgage Loan Seller

Mortgage Loan Seller				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
Wachovia Bank, National Association					141			$	2,792,694,338				97.6	%			97.7	%			96.7	%
CWCapital LLC*					11				69,728,090				2.4				2.3				3.3
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

*

For purposes of the information contained in this prospectus supplement (including the appendices to this prospectus supplement), although 11 mortgage loans, representing 2.4% of the mortgage pool, were sold to the trust fund by CWCapital Mortgage Securities I LLC, all references to ‘‘mortgage loan seller’’ or ‘‘seller’’ with respect to such mortgage loans will be deemed to refer to CWCapital LLC. Prior to this securitization, those mortgage loans were originated and closed by CWCapital LLC and subsequently sold by CWCapital LLC to CWCapital Mortgage Securities I LLC. The representations and warranties made by CWCapital LLC in connection with the sale of these mortgage loans to CWCapital Mortgage Securities I LLC will be separately made to the depositor by CWCapital LLC, and the sole recourse to cure a material document defect or a material breach in respect of such mortgage loans or to repurchase or replace any of those mortgage loans, if defective, will be solely against CWCapital LLC.

The Master Servicer		Wachovia Bank, National Association. Wachovia Bank, National Association is our affiliate, one of the mortgage loan sellers, a sponsor and an affiliate of one of the underwriters. The master servicer will be primarily responsible for collecting payments and gathering information with respect to the mortgage loans included in the trust fund and the companion loans which are not part of the trust fund; provided, however, the Prime Outlets Pool whole loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23. The master servicer under the 2006-C23 pooling and servicing agreement is Wachovia Bank, National Association.

		See ‘‘SERVICING OF THE MORTGAGE LOANS—The Master Servicer’’ in this prospectus supplement.

The Special Servicer		Initially, CWCapital Asset Management LLC. An affiliate of the special servicer is one of the sponsors, a mortgage loan seller and a primary servicer and another affiliate of the special servicer is the anticipated initial holder of certain non-offered classes of certificates. The special servicer will be responsible for performing certain servicing functions with respect to the mortgage loans included in the trust fund and the companion loans which are not part of the trust fund that, in general, are in default or as to which default is imminent; provided, however, the Prime Outlets Pool whole loan is specially serviced (during those periods where special servicing is required) under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23. The special servicer under the 2006-C23 pooling and servicing agreement is LNR Partners, Inc.

		Some holders of certificates (initially the holder of the Class S certificates with respect to each mortgage loan other than the Marriott—Chicago, IL mortgage loan, the 530 Fifth Avenue mortgage loan and the Rao's City Views Apartment Building mortgage loan) will have the right to replace the

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		special servicer and to select a representative who may advise and direct the special servicer and whose approval is required for certain actions by the special servicer under certain circumstances. With respect to the Marriott—Chicago, IL mortgage loan, the 530 Fifth Avenue mortgage loan and the Rao's City Views Apartment Building mortgage loan, except during the continuance of a control appraisal period under the related intercreditor agreement, the holder of the subordinate companion loan related to the Marriott—Chicago, IL mortgage loan, the 530 Fifth Avenue mortgage loan and the Rao's City Views Apartment Building mortgage loan may appoint or remove the special servicer with respect to the Marriott—Chicago, IL mortgage loan, the 530 Fifth Avenue mortgage loan and the Rao's City Views Apartment Building mortgage loan, respectively, subject to certain conditions set forth in the related intercreditor agreement. With respect to the Prime Outlets Pool mortgage loan, the special servicer may be removed at any time, with or without cause, by the 2006-C23 controlling class representative, but only with the consent of the controlling class representative, subject to certain conditions as set forth in the Prime Outlets Pool intercreditor agreement. See ‘‘SERVICING OF THE MORTGAGE LOANS—The Special Servicer’’ and ‘‘—The Controlling Class Representative’’ in this prospectus supplement.

		It is anticipated that Cadim TACH inc. (an affiliate of the special servicer and an affiliate of one of the sponsors) or an affiliate will purchase certain non-offered classes of certificates (including the Class S certificates). See ‘‘SERVICING OF THE MORTGAGE LOANS—The Special Servicer’’ in this prospectus supplement.

The Special Servicer for the Prime Outlets Pool Loan		LNR Partners, Inc. LNR Partners, Inc. is the special servicer for the Prime Outlets Pool mortgage loan. See "SERVICING OF THE MORTGAGE LOANS—LNR Partners, Inc. as 2006-C23 Special Servicer" in this prospectus supplement.

The Primary Servicer for the CWCapital Mortgage Loans		CWCapital LLC. CWCapital LLC is the primary servicer of the mortgage loans originated or acquired by it. CWCapital LLC is also a sponsor, one of the mortgage loan sellers and an affiliate of the special servicer and the initial controlling class representative. See "SERVICING OF THE MORTGAGE LOANS—CWCapital as a Primary Servicer" in this prospectus supplement.

The Trustee		Wells Fargo Bank, N.A. The trustee will be responsible for (among other things) distributing payments to certificateholders and delivering to certificateholders certain reports on the mortgage loans included in the trust fund and the certificates. See ‘‘DESCRIPTION OF THE CERTIFICATES—The Trustee’’ in this prospectus supplement.

The Underwriters		Wachovia Capital Markets, LLC, BB&T Capital Markets, a division of Scott & Stringfellow, Inc., Credit Suisse Securities

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		(USA) LLC and Nomura Securities International, Inc. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Capital Markets, LLC and may sell offered certificates on behalf of Wachovia Capital Markets, LLC in certain jurisdictions. Wachovia Capital Markets, LLC is our affiliate and is an affiliate of Wachovia Bank, National Association, which is the master servicer, a sponsor, one of the mortgage loan sellers and the master servicer under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23, under which the Prime Outlets Pool whole loan is serviced. See ‘‘RISK FACTORS—The Offered Certificates—Potential Conflicts of Interest’’ in this prospectus supplement. Wachovia Capital Markets, LLC is acting as sole lead manager for this offering. BB&T Capital Markets, a division of Scott & Stringfellow, Inc., Credit Suisse Securities (USA) LLC and Nomura Securities International, Inc. are acting as co-managers for this offering. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the offered certificates.

Significant Obligor		The mortgaged property described on Annex D and in ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ securing the Prime Outlets Pool mortgage loan, representing 11.0% of the mortgage pool (12.7% of loan group 1). The borrowers under the Prime Outlets Pool mortgage loan are San Marcos Factory Stores, Ltd., Prime Outlets at San Marcos II Limited Partnership, Gulf Coast Factory Shops Limited Partnership, Coral Isle Factory Shops Limited Partnership, Ohio Factory Shops Partnership, Florida Keys Factory Shops Limited Partnership, Grove City Factory Shops Limited Partnership, Gulfport Factory Shops Limited Partnership, Huntley Factory Shops Limited Partnership, The Prime Outlets at Lebanon Limited Partnership and Prime Outlets at Pleasant Prairie LLC. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Significant Obligor’’, ‘‘—Twenty Largest Mortgage Loans’’ and Annex D to this prospectus supplement.

Certain Affiliations		Wachovia Bank, National Association and its affiliates are playing several roles in this transaction. Wachovia Bank, National Association is the master servicer and a sponsor. Wachovia Commercial Mortgage Securities, Inc. is the depositor and a wholly-owned subsidiary of Wachovia Bank, National Association. Wachovia Bank, National Association and CWCapital LLC originated or acquired the mortgage loans and will be selling them to the depositor. Wachovia Bank, National Association is also an affiliate of Wachovia Capital Markets, LLC, an underwriter for the offering of the certificates. In addition, Wachovia Bank, National Association is the master servicer under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial

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		Mortgage Pass-Through Certificates, Series 2006-C23. Additionally, affiliates of CWCapital LLC, a sponsor, are playing several roles in this transaction. CWCapital LLC is a primary servicer and an affiliate of CWCapital Asset Management LLC, the special servicer under this transaction. Further, an affiliate of both the special servicer and CWCapital LLC is the anticipated initial holder of certain non-offered classes of certificates. In addition, LNR Partners, Inc. is the special servicer for the Prime Outlets Pool mortgage loan under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23. These roles and other potential relationships may give rise to conflicts of interest as further described under ‘‘RISK FACTORS—The Offered Certificates—Potential Conflicts of Interest’’ in this prospectus supplement.

Transaction Overview

On the closing date, the sponsors/mortgage loan sellers will sell the mortgage loans to the depositor, which will in turn deposit them into a common law trust created on the closing date. The trust fund, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be dated as of May 1, 2006, among the depositor, the master servicer, the special servicer and the trustee. The master servicer will service the mortgage loans (other than the specially serviced mortgage loans and the Prime Outlets Pool whole loan (which will be serviced pursuant to the 2006-C23 pooling and servicing agreement)) in accordance with the pooling and servicing agreement and provide the information to the trustee necessary for the trustee to calculate distributions and other information regarding the certificates.

The transfers of the mortgage loans from the sponsors/mortgage loan sellers to the depositor and from the depositor to the issuing entity in exchange for the certificates are illustrated below:

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 IMPORTANT DATES AND PERIODS 

Closing Date		On or about May 31, 2006.

Cut-Off Date		For 136 mortgage loans, representing 96.1% of the mortgage pool (104 mortgage loans in loan group 1 or 96.0% and 32 mortgage loans in loan group 2 or 96.7%), May 11, 2006, for 11 mortgage loans, representing 2.4% of the mortgage pool (8 mortgage loans in loan group 1 or 2.3% and 3 mortgage loans in loan group 2 or 3.3%), May 1, 2006, for 4 mortgage loans, representing 0.5% of the mortgage pool (0.6% of loan group 1), May 5, 2006 and for 1 mortgage loan, representing 0.9% of the mortgage pool (1.1% of loan group 1), May 6, 2006. The cut-off date balance of each mortgage loan included in the trust fund and each cut-off date certificate balance in this prospectus supplement assumes the timely receipt of principal scheduled to be paid (if any) on each mortgage loan and no defaults, delinquencies or prepayments on any mortgage loan on or before the related cut-off date.

Distribution Date		The fourth business day following the related determination date, commencing in June 2006.

Determination Date		The 11th day of each month, or if such 11th day is not a business day, the next succeeding business day, commencing in June 2006.

Collection Period		For any distribution date, the period beginning on the 12th day in the immediately preceding month (or the day after the applicable cut-off date in the case of the first collection period) through and including the 11th day of the month in which the distribution date occurs. Notwithstanding the foregoing, in the event that the last day of a collection period is not a business day, any payments with respect to the mortgage loans which relate to such collection period and are received on the business day immediately following such last day will be deemed to have been received during such collection period and not during any other collection period, and in the event that the payment date (after giving effect to any grace period) related to any distribution date occurs after the related collection period, any amounts received on that payment date (after giving effect to any grace period) will be deemed to have been received during the related collection period and not during any other collection period.

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 THE CERTIFICATES 

Offered Certificates		We are offering to you the following 15 classes of certificates of our Commercial Mortgage Pass-Through Certificates, Series 2006-C25 pursuant to this prospectus supplement:

			Class A-1 Class A-2 Class A-3 Class A-PB1 Class A-PB2 Class A-4 Class A-5 Class A-1A Class A-M Class A-J Class B Class C Class D Class E Class F

Priority of Distributions		On each distribution date, the owners of the certificates will be entitled to distributions of payments or other collections on the mortgage loans that the master servicer collected or that the master servicer and/or the trustee advanced during or with respect to the related collection period after deducting certain fees and expenses. For purposes of making certain distributions to the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates, the mortgage pool will be deemed to consist of 2 loan groups:

		•	Loan group 1 will consist of (i) all of the mortgage loans that are not secured by multifamily or mobile home park properties and (ii) 1 mortgage loan that is secured by a mobile home park property; and

		•	Loan group 2 will consist of (i) 33 mortgage loans that are secured by multifamily properties and (ii) 2 mortgage loans that are secured by mobile home park properties.

		Annex A-1 to this prospectus supplement sets forth the loan group designation for each mortgage loan.

		The trustee will distribute amounts to the extent that the money is available after the payment of fees and expenses of the master servicer, the special servicer, the trustee and the 2006-C23 master servicer, in the following order of priority:

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Interest, concurrently (i) pro rata, on the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4 and Class A-5 certificates from the portion of money available attributable to mortgage loans in loan group 1, (ii) on the Class A-1A certificates from the portion of money available attributable to mortgage loans in loan group 2, and (iii) on the Class IO certificates from any and all money attributable to the mortgage pool; provided, however, if on any distribution date, the money available on such distribution date is insufficient to pay in full the total amount of interest to be paid to any of the classes as described above, money available with respect to the entire mortgage pool will be allocated among all those classes pro rata.

Principal first, on the Class A-PB1 certificates and then to the Class A-PB2 certificates, up to the principal distribution amount related to loan group 1, until the certificate balance of the Class A-PB1 certificates or the Class A-PB2 certificates is reduced to the planned principal balance set forth in the tables on Annex C-1 and Annex C-2, respectively, to this prospectus supplement, and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A certificates have been made, until the certificate balance of each of the Class A-PB1 certificates and the Class A-PB2 certificates is reduced to the planned principal balance set forth in the tables on Annex C-1 and Annex C-2, respectively, to this prospectus supplement.

After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB1 certificates and the Class A-PB2 certificates as set forth in the priority immediately preceding, principal on the Class A-1 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB1 and Class A-PB2 certificates have been made, until their certificate balance is reduced to zero.

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After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB1, Class A-PB2 and Class A-1 certificates as set forth in the immediately preceding priorities, principal on the Class A-2 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB1, Class A-PB2 and Class A-1 certificates have been made, until their certificate balance is reduced to zero.

After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB1, Class A-PB2, Class A-1 and Class A-2 certificates as set forth in the immediately preceding priorities, principal on the Class A-3 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB1, Class A-PB2, Class A-1 and Class A-2 certificates have been made, until their certificate balance is reduced to zero.

After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB1, Class A-PB2, Class A-1, Class A-2 and Class A-3 certificates as set forth in the immediately preceding priorities, principal on the Class A-PB1 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB1, Class A-PB2, Class A-1, Class A-2 and Class A-3 certificates have been made, until their certificate balance is reduced to zero.

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After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB1, Class A-PB2, Class A-1, Class A-2 and Class A-3 certificates as set forth in the immediately preceding priorities, principal on the Class A-PB2 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB1, Class A-PB2, Class A-1, Class A-2 and Class A-3 certificates have been made, until their certificate balance is reduced to zero.

After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB1, Class A-PB2, Class A-1, Class A-2 and Class A-3 certificates as set forth in the immediately preceding priorities, principal on the Class A-4 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB1, Class A-PB2, Class A-1, Class A-2 and Class A-3 certificates have been made, until their certificate balance is reduced to zero.

After distributions of principal have been made from the principal distribution amount relating to loan group 1 to the Class A-PB1, Class A-PB2, Class A-1, Class A-2, Class A-3 and Class A-4 certificates as set forth in the immediately preceding priorities, principal on the Class A-5 certificates, up to the remaining principal distribution amount relating to loan group 1 and, after the Class A-1A certificate balance has been reduced to zero, the principal distribution amount relating to loan group 2 remaining after payments to the Class A-1A, Class A-PB1, Class A-PB2, Class A-1, Class A-2, Class A-3 and Class A-4 certificates have been made, until their certificate balance is reduced to zero.

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Principal on the Class A-1A certificates, up to the principal distribution amount relating to loan group 2 and, after the certificate balances of the Class A-PB1, Class A-PB2, Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates have been reduced to zero, the principal distribution amount relating to loan group 1 remaining after payments to the Class A-PB1, Class A-PB2, Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates have been made, until their certificate balance is reduced to zero.

Reimbursement to the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates, pro rata, for any realized loss and trust fund expenses borne by such certificates.

Interest on the Class A-M certificates.

Principal on the Class A-M certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class A-M certificates for any realized losses and trust fund expenses borne by such class.

Interest on the Class A-J certificates.

Principal on the Class A-J certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class A-J certificates for any realized losses and trust fund expenses borne by such class.

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Interest on the Class B certificates.

Principal on the Class B certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class B certificates for any realized losses and trust fund expenses borne by such class.

Interest on the Class C certificates.

Principal on the Class C certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class C certificates for any realized losses and trust fund expenses borne by such class.

Interest on the Class D certificates.

Principal on the Class D certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class D certificates for any realized losses and trust fund expenses borne by such class.

Interest on the Class E certificates.

Principal on the Class E certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

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Reimbursement to the Class E certificates for any realized losses and trust fund expenses borne by such class.

Interest on the Class F certificates.

Principal on the Class F certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class F certificates for any realized losses and trust fund expenses borne by such class.

		If, on any distribution date, the certificate balances of the Class A-M through Class S certificates have been reduced to zero, but any two or more of the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates remain outstanding, distributions of principal (other than distributions of principal otherwise allocable to reduce the certificate balance of the Class A-PB1 certificates and the Class A-PB2 certificates to the planned principal amount set forth in the tables on Annex C-1 and Annex C-2, respectively, to this prospectus supplement) and interest will be made, pro rata, to the outstanding Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates. See ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement.

		No companion loan will be part of the trust fund, and amounts received with respect to any companion loan will not be available for distributions to holders of any certificates.

Interest		On each distribution date, each class of certificates (other than the Class Z, Class R-I and Class R-II certificates) will be entitled to receive:

		•	for each class of these certificates, one month’s interest at the applicable pass-through rate accrued during the applicable interest period, on the certificate balance or notional amount, as applicable, of each class of these certificates immediately prior to that distribution date;

		•	plus any interest that this class of certificates was entitled to receive on all prior distribution dates to the extent not received;

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		•	minus (other than in the case of the Class IO certificates) that class’ share of any shortfalls in interest collections due to prepayments on mortgage loans included in the trust fund that are not offset by certain payments made by the master servicer; and

		•	minus (other than in the case of the Class IO certificates) that class’ allocable share of any reduction in interest accrued on any mortgage loan as a result of a modification that reduces the related mortgage rate and allows the reduction in accrued interest to be added to the stated principal balance of the mortgage loan.

		As reflected in the chart under ‘‘—Priority of Distributions’’ above, so long as funds are sufficient on any distribution date to make distributions of all interest on that distribution date to the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A and Class IO certificates, interest distributions on the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4 and Class A-5 certificates will be based upon amounts available relating to mortgage loans in loan group 1 and interest distributions on the Class A-1A certificates will be based upon amounts available relating to mortgage loans in loan group 2.

		See ‘‘DESCRIPTION OF THE CERTIFICATES—Certificate Balances and Notional Amounts’’ and ‘‘—Distributions’’ in this prospectus supplement.

		The Class IO certificates will be entitled to distributions of interest only on their respective notional amounts. The notional amounts of each of these classes of certificates are calculated as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Certificate Balances and Notional Amounts’’ in this prospectus supplement.

		The Class IO certificates will accrue interest at a rate as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates’’ in this prospectus supplement.

		The certificates (other than the Class Z, Class R-I and Class R-II certificates) will accrue interest on the basis of a 360-day year consisting of twelve 30-day months.

		The interest accrual period with respect to any distribution date and any class of certificates (other than the Class Z, Class R-I and Class R-II certificates) is the calendar month preceding the month in which such distribution date occurs.

		As reflected in the chart under ‘‘—Priority of Distributions’’ beginning on page S-15 above, on each distribution date, the trustee will distribute interest to the holders of the offered certificates and the Class IO certificates:

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		•	first, pro rata, to the Class IO, Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates as described above under ‘‘— Priority of Distributions’’, and then to each other class of offered certificates in order of priority of payment; and

		•	only to the extent funds remain after the trustee makes all distributions of interest and principal required to be made on such date to each class of certificates with a higher priority of distribution.

		You may, in certain circumstances, also receive distributions of prepayment premiums and yield maintenance charges collected on the mortgage loans included in the trust fund.

		These distributions are in addition to the distributions of principal and interest described above. See ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement.

Pass-Through Rates		The pass-through rate for each class of certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) on each distribution date is set forth above under ‘‘OVERVIEW OF THE CERTIFICATES’’ in this prospectus supplement.

		The pass-through rate applicable to the Class IO certificates is described under ‘‘DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates’’ in this prospectus supplement.

		The weighted average net mortgage rate for each distribution date is the weighted average of the net mortgage rates for the mortgage loans included in the trust fund as of the beginning of the related collection period, weighted on the basis of their respective stated principal balances immediately following the preceding distribution date; provided that, for the purpose of determining the weighted average net mortgage rate only, if the mortgage rate for any mortgage loan included in the trust fund has been modified in connection with a bankruptcy or similar proceeding involving the related borrower or a modification, waiver or amendment granted or agreed to by the special servicer, the weighted average net mortgage rate for that mortgage loan will be calculated without regard to that event. The net mortgage rate for each mortgage loan included in the trust fund will generally equal:

		•	the mortgage interest rate in effect for that mortgage loan as of the closing date; minus

		•	the applicable administrative cost rate, as described in this prospectus supplement.

		Any increase in the interest rate of a mortgage loan as a result of not repaying the outstanding principal amount of

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		such mortgage loan by the related anticipated repayment date will be disregarded for purposes of calculating the net mortgage rate.

		For the purpose of calculating the weighted average net mortgage rate, the mortgage rate of each mortgage loan will be deemed adjusted as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates’’ in this prospectus supplement.

		The stated principal balance of each mortgage loan included in the trust fund will generally equal the principal balance of that mortgage loan as of the cut-off date, reduced as of any date of determination (to not less than zero) by:

		•	the portion of the principal distribution amount for the related distribution date that is attributable to that mortgage loan; and

		•	the principal portion of any realized loss incurred in respect of that mortgage loan during the related collection period.

		The stated principal balance of any mortgage loan as to which the mortgage rate is reduced through a modification may be increased in certain circumstances by the amount of the resulting interest reduction. See ‘‘DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates’’ in this prospectus supplement.

Principal Distributions		On the closing date, each class of certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) will have the certificate balance set forth above under ‘‘OVERVIEW OF THE CERTIFICATES’’. The certificate balance for each class of certificates entitled to receive principal may be reduced by:

		•	distributions of principal; and

		•	allocations of realized losses and trust fund expenses.

		The certificate balance or notional amount of a class of certificates may be increased in certain circumstances by the allocation of any increase in the stated principal balance of any mortgage loan resulting from the reduction of the related mortgage rate through modification. See ‘‘DESCRIPTION OF THE CERTIFICATES—Certificate Balances and Notional Amounts’’ in this prospectus supplement.

		The Class IO certificates do not have principal balances and will not receive distributions of principal.

		As reflected in the chart under ‘‘—Priority of Distributions’’ above:

		•	generally, the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4 and Class A-5 certificates

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			will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 1 until the certificate principal balance of the Class A-1A certificates has been reduced to zero, and the Class A-1A certificates will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 2 until the certificate principal balance of the Class A-5 certificates has been reduced to zero; provided, however, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 certificates will not be entitled to distributions of principal from either loan group 1 or loan group 2 until the certificate principal balance of the Class A-PB1 certificates and the Class A-PB2 certificates is reduced to the planned principal balance set forth on Annex C-1 and Annex C-2, respectively, to this prospectus supplement;

		•	principal is distributed to each class of certificates entitled to receive distributions of principal in the order described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement;

		•	principal is only distributed on a related class of certificates to the extent funds remain after the trustee makes all distributions of principal and interest on those classes of certificates with a higher priority of distribution as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement;

		•	generally, no class of certificates is entitled to distributions of principal until the certificate balance of each class of certificates with a higher priority of distribution as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement has been reduced to zero; and

		•	in no event will the holders of the Class A-M, Class A-J, Class B, Class C, Class D, Class E or Class F certificates or the classes of non-offered certificates be entitled to receive any payments of principal until the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates have all been reduced to zero.

		The amount of principal to be distributed for each distribution date generally will be an amount equal to:

		•	the scheduled principal payments (other than balloon payments) due on the mortgage loans included in the

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			trust fund during the related collection period whether or not those scheduled payments are actually received;

		•	balloon payments actually received with respect to mortgage loans included in the trust fund during the related collection period;

		•	prepayments received with respect to the mortgage loans included in the trust fund during the related collection period; and

		•	all liquidation proceeds, insurance proceeds, condemnation awards and repurchase and substitution amounts received during the related collection period that are allocable to principal.

		For purposes of making distributions to the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates, the principal distribution amount for each loan group on any distribution date will be equal to the sum of the collections specified above but only to the extent such amounts relate to the mortgage loans comprising the specified loan group.

		However, if the master servicer or the trustee reimburses itself out of general collections on the mortgage pool for any advance that it or the special servicer has determined is not recoverable out of collections on the related mortgage loan and certain advances that are determined not to be reimbursed currently in connection with the workout of a mortgage loan, then those advances (together with accrued interest thereon) will be deemed, to the fullest extent permitted pursuant to the terms of the pooling and servicing agreement, to be reimbursed first out of payments and other collections of principal otherwise distributable on the principal balance certificates, prior to, in the case of nonrecoverable advances only, being deemed reimbursed out of payments and other collections of interest otherwise distributable on the offered certificates.

Subordination; Allocation of Losses and Certain Expenses		Credit support for any class of certificates (other than the Class Z, Class R-I and Class R-II certificates) is provided by the subordination of payments and allocation of any losses to such classes of certificates which have a later priority of distribution (other than the Class IO certificates). However, none of the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 or Class A-1A certificates will be subordinate to any other class of Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 or Class A-1A certificates. The certificate balance of a class of certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) will be reduced on each distribution date by any losses on the mortgage loans that have been

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		realized and certain additional trust fund expenses actually allocated to that class of certificates on that distribution date.

		Losses on the mortgage loans that have been realized and additional trust fund expenses will be allocated without regard to loan group and will first be allocated to the certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) that are not offered by this prospectus supplement and then to the offered certificates as indicated on the following table:

Class Designation				Original Certificate Balance				Percentage of Cut-Off Date Pool Balance				Order of Application of Losses and Expenses
Class A-1				$	85,824,000				2.998	%		9
Class A-2				$	122,437,000				4.277	%		9
Class A-3				$	57,689,000				2.015	%		9
Class A-PB1				$	50,000,000				1.747	%		9
Class A-PB2				$	75,775,000				2.647	%		9
Class A-4				$	723,742,000				25.284	%		9
Class A-5				$	500,000,000				17.468	%		9
Class A-1A				$	388,228,000				13.563	%		9
Class A-M				$	286,242,000				10.000	%		8
Class A-J				$	218,260,000				7.625	%		7
Class B				$	10,734,000				0.375	%		6
Class C				$	35,781,000				1.250	%		5
Class D				$	32,202,000				1.125	%		4
Class E				$	17,890,000				0.625	%		3
Class F				$	32,202,000				1.125	%		2
Non-offered certificates (excluding the Class R-I, Class R-II, Class IO and Class Z certificates)				$	225,416,427				7.875	%		1

		Any losses realized on the mortgage loans included in the trust fund or additional trust fund expenses allocated in reduction of the certificate balance of any class of sequential pay certificates will result in a corresponding reduction in the notional amount of the Class IO certificates.

		Any losses and expenses that are associated with each co-lender loan will be allocated in accordance with the related intercreditor agreement. Specifically, with respect to the mortgage loan with one pari passu companion loan, any losses and expenses that are associated with the applicable whole loan will be allocated in accordance with the terms of the related intercreditor agreement, generally, pro rata between the mortgage loan (and therefore to the certificates, other than the Class IO, Class Z, Class R-I and Class R-II certificates) and its pari passu companion loan. Further, with regard to the mortgage loans with subordinate companion loans, any losses and expenses that are associated with the applicable whole loan will be allocated, in accordance with the terms of the related intercreditor agreement, generally, first, to the subordinate companion loan, and second, to the

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		related mortgage loan. The portions of those losses and expenses that are allocated to the mortgage loans that are included in the trust fund will be allocated among the Series 2006-C25 certificates in the manner described above.

		See ‘‘DESCRIPTION OF THE CERTIFICATES—Subordination; Allocation of Losses and Certain Expenses’’ in this prospectus supplement.

Fees and Expenses		Certain fees and expenses are payable from amounts received on the mortgage loans in the trust fund and are generally distributed prior to any amounts being paid to the holders of the offered certificates.

		The master servicer is entitled to the master servicing fee which is payable monthly on a loan-by-loan basis from amounts received in respect of interest on each mortgage loan and each specially serviced mortgage loan (and from revenue with respect to each REO mortgage loan). The master servicing fee accrues at the related master servicing fee rate and is computed on the basis of the same principal amount respecting which any related interest payment due on the mortgage loan is computed. The weighted average master servicing fee rate will be approximately 0.0231% per annum as of the cut-off date.

		The special servicer is entitled to the special servicing fee which is payable monthly on each mortgage loan that is a specially serviced mortgage loan and each REO mortgage loan from general collections on the mortgage loans. The special servicing fee accrues at a rate equal to 0.25% per annum and is computed on the basis of the same principal amount respecting which any related interest payment due on such specially serviced mortgage loan or REO mortgage loan, as the case may be, is paid.

		The special servicer is also entitled to a liquidation fee with respect to each specially serviced mortgage loan that is generally an amount equal to 1.0% of any whole or partial cash payments of liquidation proceeds received in respect thereof; provided, however, in no event will the liquidation fee be payable to the extent a workout fee is payable concerning the related cash payments.

		The special servicer also is entitled to a workout fee with respect to each mortgage loan that is no longer a specially serviced mortgage loan that is generally equal to 1.0% of all payments of interest and principal received on such mortgage loan for so long as it remains a corrected mortgage loan.

		The trustee is entitled to a trustee fee for each mortgage loan and each REO mortgage loan for any distribution date equal to one-twelfth of the product of the trustee fee rate calculated on the outstanding principal amount of the pool of mortgage loans in the trust fund. The trustee fee accrues at a

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		per annum rate equal to 0.0007% on the stated principal balance of such mortgage loan or REO mortgage loan, as the case may be, outstanding immediately following the prior distribution date.

		The master servicer, special servicer and trustee are entitled to certain other additional fees and reimbursement of expenses. All fees and expenses will generally be payable prior to distribution on the certificates.

		Further information with respect to the fees and expenses payable from distributions to certificateholders, including information regarding the general purpose of and the source of payment for the fees and expenses, is set forth under ‘‘SERVICING OF THE MORTGAGE LOANS—Compensation and Payment of Expenses’’ in this prospectus supplement. The master servicer and the special servicer under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23 are each generally entitled to payment of similar fees and expenses described in this section.

Prepayment Premiums; Yield Maintenance Charges		On each distribution date, any prepayment premium or yield maintenance charge actually collected during the related collection period on a mortgage loan included in the trust fund will be distributed to the holders of each class of offered certificates and the Class G, Class H, Class J and Class K certificates then entitled to distributions as follows:

		The holders of each class of offered certificates and the Class G, Class H, Class J and Class K certificates then entitled to distributions of principal with respect to the related loan group on that distribution date will generally be entitled to a portion of prepayment premiums or yield maintenance charges equal to the product of:

		•	the amount of those prepayment premiums or yield maintenance charges;

		•	a fraction (in no event greater than one), the numerator of which is equal to the excess, if any, of the pass-through rate of that class of certificates over the relevant discount rate, and the denominator of which is equal to the excess, if any, of the mortgage interest rate of the prepaid mortgage loan over the relevant discount rate; and

		•	a fraction, the numerator of which is equal to the amount of principal distributable on that class of certificates on that distribution date, and the denominator of which is the principal distribution amount for that distribution date.

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		If there is more than one class of certificates entitled to distributions of principal with respect to the related loan group on any particular distribution date on which a prepayment premium or yield maintenance charge is distributable, the aggregate amount of that prepayment premium or yield maintenance charge will be allocated among all such classes up to, and on a pro rata basis in accordance with, the foregoing entitlements.

		The portion, if any, of the prepayment premiums or yield maintenance charges remaining after any payments described above will be distributed to the holders of the Class IO certificates.

		The ‘‘discount rate’’ applicable to any class of offered certificates and the Class G, Class H, Class J and Class K certificates will be equal to the discount rate stated in the related mortgage loan documents used in calculating the yield maintenance charge with respect to such principal prepayment. To the extent that a discount rate is not stated therein, the discount rate will equal the yield (when compounded monthly) on the U.S. Treasury issue with a maturity date closest to the maturity date for the prepaid mortgage loan or mortgage loan for which title to the related mortgaged property was acquired by the trust fund.

		•	In the event that there are two or more such U.S. Treasury issues with the same coupon, the issue with the lowest yield will be utilized; and

		•	In the event that there are two or more such U.S. Treasury issues with maturity dates equally close to the maturity date for the prepaid mortgage loan, the issue with the earliest maturity date will be utilized.

Examples of Allocation of Prepayment Premiums or Yield Maintenance Charges
Mortgage interest rate					8	%
Pass-through rate for applicable class					6	%
Discount rate					5	%

Allocation Percentage for Applicable Class				Allocation Percentage for Class IO
6% - 5%     = 33 1/3%				(100% - 33 1/3%) = 66 2/3%
8% - 5%

		See ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions—Allocation of Prepayment Premiums and Yield Maintenance Charges’’ in this prospectus supplement.

Allocation of Additional Interest		On each distribution date, any additional interest collected in respect of a mortgage loan in the trust fund with an anticipated repayment date during the related collection period will be distributed to the holders of the Class Z certificates. In each case, this interest will not be available to provide credit

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		support for other classes of certificates or offset any interest shortfalls.

Advancing of Principal and Interest		The master servicer is required to advance delinquent scheduled payments of principal and interest with respect to any mortgage loan included in the trust fund unless the master servicer or the special servicer determines that the advance would not be recoverable from proceeds of the related mortgage loan. The master servicer will not be required to advance balloon payments due at maturity in excess of regular periodic payments, interest in excess of the mortgage loan’s regular interest rate or prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred. If the master servicer fails to make a required advance, the trustee will be required to make that advance, unless the trustee determines that the advance would not be recoverable from proceeds of the related mortgage loan. Notwithstanding the foregoing, with respect to the Prime Outlets Pool mortgage loan, advances with respect to delinquent payments of principal and/or interest will be governed by the 2006-C23 pooling and servicing agreement under similar (although not identical) arrangements as described above with respect to the other mortgage loans included in the trust fund; provided that in the event that the master servicer under the 2006-C23 pooling and servicing agreement fails to make a required advance of delinquent principal and/or interest (i.e., an advance that is determined to be recoverable) with respect to the Prime Outlets Pool mortgage loan, the master servicer will be required to make that advance unless the master servicer determines that this advance would not be recoverable. See ‘‘DESCRIPTION OF THE CERTIFICATES—P&I Advances’’ in this prospectus supplement.

		These cash advances are only intended to maintain a regular flow of scheduled principal and interest payments on the certificates and are not intended to guarantee or insure against losses. In other words, the advances are intended to provide liquidity (rather than credit enhancement) to certificateholders. To the extent described in this prospectus supplement, the trust fund will pay interest to the master servicer or the trustee, as the case may be, on the amount of any principal and interest cash advance calculated at the prime rate (provided that no principal and/or interest cash advance shall accrue interest until after the expiration of any applicable grace or cure period for the related scheduled payment) and will reimburse the master servicer or the trustee for any principal and interest cash advances that are later determined to be not recoverable. Any principal and/or interest advance on any pari passu companion loan will not

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		be recoverable by the master servicer from the trust fund. Neither the master servicer nor the trustee will be required to make a principal and/or interest advance with respect to any subordinate companion loan. Additionally, the trustee will not be required to make a principal and interest advance with respect to any companion loan. See ‘‘DESCRIPTION OF THE CERTIFICATES—P&I Advances’’ in this prospectus supplement.

Required Repurchases or Substitutions of Mortgage Loans		Under certain circumstances, a mortgage loan seller may be obligated to repurchase an affected mortgage loan from the trust fund as a result of a material document defect or a material breach of the representations and warranties given by such mortgage loan seller with respect to the mortgage loan in the related mortgage loan purchase agreement. In addition, the mortgage loan seller may be permitted, within 2 years of the closing date, to substitute another mortgage loan for the affected mortgage loan rather than repurchasing it. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ and ‘‘—Representations and Warranties; Repurchases and Substitutions’’ in this prospectus supplement.

Sale of Defaulted Loans		In the event a mortgage loan (other than the Prime Outlets Pool mortgage loan) becomes a defaulted mortgage loan, the certificateholder that is entitled to greater than 50% of the voting rights allocated to the class of sequential pay certificates with the lowest payment priority then outstanding (or if no certificateholder is entitled to greater than 50% of the voting rights of such class, the certificateholder with the largest percentage of voting rights allocated to such class) and, in certain circumstances, the special servicer (in each case, subject to, in certain instances, the rights of the subordinated secured creditors or mezzanine lenders to purchase the related mortgage loan), shall have the option to purchase from the trust fund such defaulted mortgage loan. See ‘‘SERVICING OF THE MORTGAGE LOANS—Defaulted Mortgage Loans; REO Properties; Purchase Option’’ in this prospectus supplement.

Reimbursement Entitlement of Servicer of the 2006-C23 Trust Fund		The master servicer and, in certain circumstances, the special servicer under the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23 trust fund are each entitled to reimbursement of its pro rata share of servicing advances made with respect to the Prime Outlets Pool mortgage loan. In the event principal and interest payments related to the Prime Outlets Pool mortgage loan are insufficient to reimburse the master servicer or special servicer, reimbursement may be obtained from the other mortgage loans in the trust fund.

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Optional Termination of the Trust Fund		The trust fund may be terminated when the aggregate principal balance of the mortgage loans included in the trust fund is less than 1.0% of the aggregate principal balance of the pool of mortgage loans included in the trust fund as of the cut-off date. See ‘‘DESCRIPTION OF THE CERTIFICATES—Termination’’ in this prospectus supplement and in the accompanying prospectus.

		The trust fund may also be terminated when the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F certificates have been paid in full and all of the remaining certificates (other than the Class Z, Class R-I and Class R-II certificates) are held by a single certificateholder. See ‘‘DESCRIPTION OF THE CERTIFICATES—Termination’’ in this prospectus supplement.

Registration and Denomination		The offered certificates will initially be registered in the name of Cede & Co., as nominee for The Depository Trust Company in the United States, or in Europe through Clearstream Banking société anonyme or Euroclear Bank S.A./N.V., as operator of the Euroclear System. You will not receive a definitive certificate representing your interest in the trust fund, except in the limited circumstances described in the accompanying prospectus. See ‘‘DESCRIPTION OF THE CERTIFICATES—Book-Entry Registration and Definitive Certificates’’ in the accompanying prospectus.

		Beneficial interests in the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F certificates will be offered in minimum denominations of $10,000 actual principal amount and in integral multiples of $1 in excess of those amounts.

Material Federal Income Tax Consequences		Two separate real estate mortgage investment conduit elections will be made with respect to the trust fund (‘‘REMIC I’’ and ‘‘REMIC II’’, each a ‘‘REMIC’’). The offered certificates will evidence regular interests in a REMIC and generally will be treated as debt instruments of that REMIC. The Class R-I certificates will represent the residual interests in REMIC I, and the Class R-II certificates will represent the residual interests in REMIC II.

		In addition, the Class Z certificateholders’ entitlement to any additional interest that has accrued on a related mortgage loan that provides for the accrual of that additional interest if the unamortized principal amount of that mortgage loan is not repaid on the anticipated repayment date set forth in the related mortgage note will be treated as a grantor trust (as

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		described in the related prospectus) for federal income tax purposes.

		The offered certificates will be treated as newly originated debt instruments for federal income tax purposes. You will be required to report income with respect to the offered certificates using the accrual method of accounting, even if you otherwise use the cash method of accounting. It is anticipated that the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A and Class A-M certificates will be treated as having been issued at a premium, and that the Class A-J, Class B, Class C, Class D, Class E and Class F certificates will be treated as having been issued with a de minimis amount of original issue discount for federal income tax reporting purposes.

		For further information regarding the federal income tax consequences of investing in the offered certificates, see ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES’’ in this prospectus supplement and in the accompanying prospectus.

ERISA Considerations		Subject to important considerations described under ‘‘ERISA CONSIDERATIONS’’ in this prospectus supplement and the accompanying prospectus, the following certificates may be eligible for purchase by persons investing assets of employee benefit plans, individual retirement accounts, or other retirement plans and accounts:

			Class A-1 Class A-2 Class A-3 Class A-PB1 Class A-PB2 Class A-4 Class A-5 Class A-1A Class A-M Class A-J Class B Class C Class D Class E Class F

		This is based on individual prohibited transaction exemptions granted to each of Wachovia Capital Markets, LLC, Credit Suisse Securities (USA) LLC and Nomura Securities International, Inc. by the U.S. Department of Labor. See ‘‘ERISA CONSIDERATIONS’’ in this prospectus supplement and in the accompanying prospectus.

Legal Investment		The offered certificates will not constitute ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (‘‘SMMEA’’). If your

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		investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisers for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates. See ‘‘LEGAL INVESTMENT’’ in this prospectus supplement and in the accompanying prospectus.

Ratings		The offered certificates will not be issued unless they have received the following ratings from Fitch, Inc. and Moody’s Investors Service, Inc.:

Class				Expected Rating from Fitch/Moody’s
Class A-1				AAA/Aaa
Class A-2				AAA/Aaa
Class A-3				AAA/Aaa
Class A-PB1				AAA/Aaa
Class A-PB2				AAA/Aaa
Class A-4				AAA/Aaa
Class A-5				AAA/Aaa
Class A-1A				AAA/Aaa
Class A-M				AAA/Aaa
Class A-J				AAA/Aaa
Class B				AA+/Aa1
Class C				AA/Aa2
Class D				AA−/Aa3
Class E				A+/A1
Class F				A/A2

		The ratings on the offered certificates address the likelihood of timely receipt of interest and ultimate receipt of principal by the rated final distribution date by the holders of offered certificates. They do not address the likely actual rate of prepayments. The rate of prepayments, if different than originally anticipated, could adversely affect the yield realized by holders of the offered certificates. See ‘‘RATINGS’’ in this prospectus supplement and in the accompanying prospectus for a discussion of the basis upon which ratings are given, the limitations and restrictions on the ratings, and conclusions that should not be drawn from a rating.

 THE MORTGAGE LOANS 

General		It is expected that the mortgage loans to be included in the trust fund will have the following approximate characteristics as of the cut-off date. The information contained in this prospectus supplement assumes the timely delivery of all

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		scheduled payments of interest and principal and no prepayments on or before the cut-off date. All information presented in this prospectus supplement (including cut-off date balance per square foot/unit/room/pad/bed, loan-to-value ratios and debt service coverage ratios) with respect to 8 mortgage loans with subordinate companion loans is calculated without regard to the related subordinate companion loans. Unless otherwise specified, in the case of the mortgage loan with a pari passu companion loan, the calculations of loan balance per square foot/room, loan-to-value ratios and debt service coverage ratios were based on the aggregate indebtedness of such mortgage loan and its pari passu companion loan, if any (but not any subordinate companion loan). All percentages of the mortgage loans, or any specified group of mortgage loans, referred to in this prospectus supplement are approximate percentages.

		The totals in the following tables may not add up to 100% due to rounding.

				All Mortgage Loans				Loan Group 1				Loan Group 2
Number of Mortgage Loans					152				117				35
Number of Crossed Loan Pools					2				2				0
Number of Mortgaged Properties					173				138				35
Aggregate Balance of all Mortgage Loans				$	2,862,422,428			$	2,474,194,093			$	388,228,335
Number of Mortgage Loans with Balloon Payments(1)					110				81				29
Aggregate Balance of Mortgage Loans with Balloon Payments(1)				$	2,287,868,558			$	1,999,956,737			$	287,911,820
Number of Mortgage Loans with Anticipated Repayment Date(2)					8				6				2
Aggregate Balance of Mortgage Loans with Anticipated Repayment Date(2)				$	54,275,870			$	46,726,356			$	7,549,514
Number of Fully Amortizing Mortgage Loans					0				0				0
Aggregate Balance of Fully Amortizing Mortgage Loans				$	0			$	0			$	0
Number of Interest-Only Mortgage Loans(3)					34				30				4
Aggregate Balance of Interest-Only Mortgage Loans(3)				$	520,278,000			$	427,511,000			$	92,767,000
Average Mortgage Loan Balance				$	18,831,726			$	21,146,958			$	11,092,238
Minimum Mortgage Loan Balance				$	916,895			$	916,895			$	2,517,448
Maximum Mortgage Loan Balance				$	315,340,000			$	315,340,000			$	28,400,000
Maximum Balance for a Group of Cross-Collateralized and Cross-Defaulted Mortgage Loans				$	16,396,000			$	16,396,000			$	0
Weighted Average LTV Ratio(4)					69.4	%			68.7	%			74.1	%
Minimum LTV Ratio					16.0	%			16.0	%			60.5	%
Maximum LTV Ratio					81.8	%			80.0	%			81.8	%
Weighted Average LTV Ratio at Maturity or Anticipated Repayment Date(4)					63.2	%			62.3	%			68.8	%
Weighted Average DSCR(5)					1.50	x			1.54	x			1.27	x
Minimum DSCR					1.08	x			1.08	x			1.10	x
Maximum DSCR					5.46	x			5.46	x			1.61	x
Weighted Average Mortgage Loan Interest Rate					5.800	%			5.793	%			5.846	%
Minimum Mortgage Loan Interest Rate					5.150	%			5.150	%			5.420	%
Maximum Mortgage Loan Interest Rate					8.200	%			8.200	%			6.570	%

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				All Mortgage Loans				Loan Group 1				Loan Group 2
Weighted Average Remaining Term to Maturity or Anticipated Repayment Date (months)				113				114				109
Minimum Remaining Term to Maturity or Anticipated Repayment Date (months)				50				50				58
Maximum Remaining Term to Maturity or Anticipated Repayment Date (months)				237				237				120
Weighted Average Occupancy Rate(6)				94.0%				94.2%				92.8%

		(1)	Does not include mortgage loans that with anticipated repayment dates or that are interest-only for their entire term.

		(2)	Does not include mortgage loans that are interest-only for their entire term.

		(3)	Includes mortgage loans with anticipated repayment dates that are interest-only for the entire period until the anticipated repayment date.

		(4)	For purposes of determining the loan-to-value ratios for 6 mortgage loans (loan numbers 3, 32, 36, 63, 89 and 96), representing 8.4% of the mortgage pool (5 mortgage loans in loan group 1 or 9.5% and 1 mortgage loan in loan group 2 or 1.7%), "as stabilized" appraised values (as defined in the related appraisal) were used as opposed to "as is" appraised values. See "RISK FACTORS—The Mortgage Loans—Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property" and "DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information" in this prospectus supplement.

		(5)	For purposes of determining the debt service coverage ratio for 1 mortgage loan (loan number 24), representing 1.0% of the mortgage pool (1.1% of loan group 1), such ratio was adjusted by taking into account amounts available under certain letters of credit and/or in cash reserves.

		(6)	Does not include 16 hospitality properties, representing 14.4% of the mortgage pool (16.7% of loan group 1). In certain cases, occupancy includes space for which leases have been executed, but the tenant has not taken occupancy.

Security for the Mortgage Loans in the Trust Fund		Generally, all of the mortgage loans included in the trust fund are non-recourse obligations of the related borrowers.

		•	No mortgage loan included in the trust fund is insured or guaranteed by any government agency or private insurer.

		•	All of the mortgage loans included in the trust fund are secured by first lien fee mortgages and/or leasehold mortgages on commercial properties or multifamily properties.

Property Types		The following table describes the mortgaged properties securing the mortgage loans expected to be included in the trust fund as of the cut-off date:

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Mortgaged Properties by Property Type⁽¹⁾

Property Type				Number of Mortgaged Properties				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
Retail					71			$	1,039,479,666				36.3	%			42.0	%			0.0	%
Retail – Anchored					42				617,816,678				21.6				25.0				0.0
Retail – Outlet					11				342,590,000				12.0				13.8				0.0
Retail – Unanchored					14				64,792,295				2.3				2.6				0.0
Retail – Shadow Anchored(2)					4				14,280,693				0.5				0.6				0.0
Office					38				878,984,446				30.7				35.5				0.0
Hospitality					16				412,485,115				14.4				16.7				0.0
Multifamily					33				380,678,820				13.3				0.0				98.1
Industrial					5				48,183,338				1.7				1.9				0.0
Mixed Use					2				45,340,000				1.6				1.8				0.0
Special Purpose					1				21,200,000				0.7				0.9				0.0
Healthcare					2				13,300,000				0.5				0.5				0.0
Mobile Home Park					3				12,135,904				0.4				0.2				1.9
Land					2				10,635,138				0.4				0.4				0.0
Total					173			$	2,862,422,428				100.0	%			100.0	%			100.0	%

(1)

Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount (or specific release prices) as described in the related mortgage loan documents).

(2)	A mortgaged property is classified as shadow anchored if it is located in close proximity to an anchored retail property.

Mortgaged Properties by Property Type

Geographic Concentrations		The mortgaged properties are located throughout 34 states. The following tables describe the number and percentage of mortgaged properties in states which have concentrations of mortgaged properties above 5.0%:

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Mortgaged Properties by Geographic Concentration(1)
State				Number of Mortgaged Properties				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance
CA					22			$	371,690,219				13.0	%
Southern(2)					18				281,639,000				9.8
Northern(2)					4				90,051,219				3.1
FL					15				261,985,979				9.2
TX					12				250,149,000				8.7
IL					6				228,279,079				8.0
NY					4				224,200,000				7.8
PA					5				183,330,000				6.4
NC					11				166,000,264				5.8
GA					14				155,898,641				5.4
OH					16				149,784,056				5.2
Other					68				871,105,190				30.4
Total					173			$	2,862,422,428				100.0	%

		(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount (or specific release prices) as described in the related mortgage loan documents).

		(2)	For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California.

Loan Group 1 Mortgaged Properties by Geographic Concentration(1)
State				Number of Mortgaged Properties				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Group 1 Balance
CA					18			$	308,390,219				12.5	%
Southern(2)					14				218,339,000				8.8
Northern(2)					4				90,051,219				3.6
FL					15				261,985,979				10.6
IL					6				228,279,079				9.2
NY					3				218,100,000				8.8
PA					5				183,330,000				7.4
TX					7				180,049,000				7.3
OH					16				149,784,056				6.1
Other					68				944,275,761				38.2
Total					138			$	2,474,194,093				100.0	%

		(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount (or specific release prices) as described in the related mortgage loan documents).

		(2)	For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San

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			Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California.

Loan Group 2 Mortgaged Properties by Geographic Concentration(1)
State				Number of Mortgaged Properties				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Group 2 Balance
TX					5			$	70,100,000				18.1	%
CA					4				63,300,000				16.3
Southern(2)					4				63,300,000				16.3
GA					6				57,648,299				14.8
NC					5				43,579,491				11.2
WA					4				35,178,531				9.1
KS					2				27,699,514				7.1
IN					1				26,000,000				6.7
CO					2				23,700,000				6.1
Other					6				41,022,500				10.6
Total					35			$	388,228,335				100.0	%

		(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount (or specific release prices) as described in the related mortgage loan documents).

		(2)	For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California.

Payment Terms		All of the mortgage loans included in the trust fund accrue interest at a fixed rate, other than mortgage loans providing for an anticipated repayment date, which provide for an increase of fixed interest after a certain date.

		•	Payments on the mortgage loans included in the trust fund are due on the 11th day of the month, except payments on 11 mortgage loans, representing 2.4% of the mortgage pool (8 mortgage loans in loan group 1 or 2.3% and 3 mortgage loans in loan group 2 or 3.3%), are due on the 1st day of the month, payments on 4 mortgage loans, representing 0.5% of the mortgage pool (0.6% of loan group 1), are due on the 5th day of the month and payments on 1 mortgage loan, representing 0.9% of the mortgage pool (1.1% of loan group 1), are due on the 6th day of the month. No mortgage loan has a grace period that extends payment beyond the 11th day of any calendar month.

		•	As of the cut-off date, 143 of the mortgage loans, representing 96.3% of the mortgage pool (108 mortgage loans in loan group 1 or 95.7% and all of the mortgage loans in loan group 2), accrue interest on an actual/360

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			basis, 8 mortgage loans, representing 3.2% of the mortgage pool (3.7% of loan group 1), accrue interest on a 30/360 basis and 1 mortgage loan, representing 0.5% of the mortgage pool (0.6% of loan group 1), accrues interest on an actual/actual year-days basis. Sixty-eight (68) of the mortgage loans, representing 65.7% of the mortgage pool (46 mortgage loans in loan group 1 or 66.5% and 22 mortgage loans in loan group 2 or 60.7%), have periods during which only interest is due and periods in which principal and interest are due. Thirty-four (34) of the mortgage loans, representing 18.2% of the mortgage pool (30 mortgage loans in loan group 1 or 17.3% and 4 mortgage loans in loan group 2 or 23.9%), provide that only interest is due until maturity or the anticipated repayment date.

		The following tables set forth additional characteristics of the mortgage loans that we anticipate to be included in the trust fund as of the cut-off date:

Range of Cut-Off Date Balances

Range of Cut-Off Date Balances ($)				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
≤ 2,000,000					4			$	5,975,895				0.2	%			0.2	%			0.0	%
2,000,001 – 3,000,000					12				30,416,956				1.1				0.9				2.1
3,000,001 – 4,000,000					16				56,834,040				2.0				1.9				2.7
4,000,001 – 5,000,000					16				72,425,089				2.5				2.4				3.5
5,000,001 – 6,000,000					6				32,879,868				1.1				1.1				1.3
6,000,001 – 7,000,000					11				69,732,458				2.4				1.8				6.6
7,000,001 – 8,000,000					7				52,879,996				1.8				1.2				5.8
8,000,001 – 9,000,000					3				26,250,000				0.9				0.7				2.1
9,000,001 – 10,000,000					5				48,562,150				1.7				1.6				2.5
10,000,001 – 15,000,000					24				292,368,785				10.2				8.3				22.1
15,000,001 – 20,000,000					12				202,052,146				7.1				6.2				12.3
20,000,001 – 25,000,000					8				178,068,000				6.2				4.4				18.0
25,000,001 – 30,000,000					8				217,300,000				7.6				5.5				20.8
30,000,001 – 35,000,000					2				64,856,000				2.3				2.6				0.0
35,000,001 – 40,000,000					4				154,289,000				5.4				6.2				0.0
40,000,001 – 45,000,000					3				132,800,000				4.6				5.4				0.0
45,000,001 – 50,000,000					2				94,000,000				3.3				3.8				0.0
50,000,001 – 55,000,000					1				51,000,000				1.8				2.1				0.0
60,000,001 – 65,000,000					1				65,000,000				2.3				2.6				0.0
75,000,001 – 80,000,000					1				77,892,043				2.7				3.1				0.0
80,000,001 – 315,340,000					6				936,840,000				32.7				37.9				0.0
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

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Range of Mortgage Rates

Range of Mortgage Rates (%)				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
5.150 – 5.249					4			$	44,605,000				1.6	%			1.8	%			0.0	%
5.250 – 5.499					15				232,422,000				8.1				7.4				12.9
5.500 – 5.749					49				972,808,266				34.0				34.1				33.0
5.750 – 5.999					53				1,103,271,883				38.5				39.0				35.9
6.000 – 6.249					16				264,833,684				9.3				10.1				3.6
6.250 – 6.499					11				171,269,201				6.0				6.8				1.0
6.500 – 6.749					3				59,150,000				2.1				0.2				13.7
8.000 – 8.249					1				14,062,394				0.5				0.6				0.0
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

Range of Underwritten Debt Service Coverage Ratios*

Range of Underwritten DSCRs (x)				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
1.05 – 1.09					1			$	44,000,000				1.5	%			1.8	%			0.0	%
1.10 – 1.14					1				3,900,000				0.1				0.0				1.0
1.15 – 1.19					1				8,950,000				0.3				0.4				0.0
1.20 – 1.24					53				1,131,746,874				39.5				35.5				65.5
1.25 – 1.29					19				263,448,379				9.2				9.3				8.8
1.30 – 1.34					9				77,128,398				2.7				2.0				7.4
1.35 – 1.39					6				160,890,087				5.6				5.5				6.1
1.40 – 1.44					6				100,618,462				3.5				4.1				0.0
1.45 – 1.49					5				66,908,000				2.3				2.1				4.0
1.50 – 1.54					9				317,143,805				11.1				12.8				0.0
1.55 – 1.59					4				39,135,377				1.4				1.4				0.9
1.60 – 1.64					3				31,544,138				1.1				0.3				6.2
1.65 – 1.69					2				35,715,000				1.2				1.4				0.0
1.70 – 1.74					2				14,050,352				0.5				0.6				0.0
1.75 – 1.79					3				21,482,658				0.8				0.9				0.0
1.80 – 1.84					6				130,884,328				4.6				5.3				0.0
1.85 – 1.89					4				205,697,000				7.2				8.3				0.0
1.90 – 1.94					3				11,218,000				0.4				0.5				0.0
1.95 – 1.99					2				5,794,000				0.2				0.2				0.0
2.00 – 2.04					4				94,650,664				3.3				3.8				0.0
2.05 – 2.09					1				5,249,516				0.2				0.2				0.0
2.25 – 2.29					1				2,043,000				0.1				0.1				0.0
2.30 – 3.79					5				44,424,390				1.6				1.8				0.0
3.80 – 5.46					2				45,800,000				1.6				1.9				0.0
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

*	For purposes of determining the debt service coverage ratio for 1 mortgage loan (loan number 24), representing 1.0% of the mortgage pool (1.1% of loan group 1), such ratio was adjusted by taking into account amounts available under certain letters of credit and/or in cash reserves.

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Range of Cut-Off Date Loan-To-Value Ratios*

Range of Cut-Off Date LTV Ratios (%)				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
15.01 – 20.00					1			$	39,500,000				1.4	%			1.6	%			0.0	%
20.01 – 25.00					1				6,300,000				0.2				0.3				0.0
25.01 – 30.00					1				4,586,390				0.2				0.2				0.0
40.01 – 50.00					3				53,311,910				1.9				2.2				0.0
50.01 – 55.00					8				26,727,617				0.9				1.1				0.0
55.01 – 60.00					8				307,629,913				10.7				12.4				0.0
60.01 – 65.00					24				478,044,226				16.7				16.6				17.4
65.01 – 70.00					24				369,406,901				12.9				13.0				12.4
70.01 – 75.00					34				537,773,458				18.8				20.2				9.7
75.01 – 80.00					46				986,142,013				34.5				32.5				46.9
80.01 – 81.84					2				53,000,000				1.9				0.0				13.7
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

*

For purposes of determining the loan-to-value ratios for 6 mortgage loans (loan numbers 3, 32, 36, 63, 89 and 96), representing 8.4% of the mortgage pool (5 mortgage loans in loan group 1 or 9.5% and 1 mortgage loan in loan group 2 or 1.7%), ‘‘as stabilized’’ appraised values (as defined in the related appraisal) were used as opposed to ‘‘as is’’ appraised values. See ‘‘RISK FACTORS—The Mortgage Loans—Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property’’ and "DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information" in this prospectus supplement.

Range of Remaining Terms to Maturity
or Anticipated Repayment Date*

Range of Remaining Terms (months)				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
0 – 60					18			$	193,866,576				6.8	%			5.5	%			15.0	%
61 – 84					7				77,627,195				2.7				2.6				3.7
109 – 120					126				2,587,838,569				90.4				91.8				81.4
229 – 240					1				3,090,087				0.1				0.1				0.0
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

*	With respect to the mortgage loans with anticipated repayment dates, the remaining term to maturity was calculated as of the related anticipated repayment date.

Amortization Types

Amortization Type				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
Interest-Only, Amortizing Balloon*					62			$	1,835,124,301				64.1	%			64.8	%			59.7	%
Amortizing Balloon					48				452,744,257				15.8				16.0				14.4
Interest-Only					14				402,152,000				14.0				13.1				19.8
Interest-Only ARD					20				118,126,000				4.1				4.1				4.0
Interest-Only, Amortizing ARD*					6				46,380,000				1.6				1.7				1.0
Amortizing ARD					2				7,895,870				0.3				0.2				0.9
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

*	These mortgage loans require payments of interest-only for a period of 12 to 84 months from origination prior to the commencement of payments of principal and interest with respect to the mortgage pool (a period of 12 to 84 months with respect to loan group 1 and a period of 24 to 60 months with respect to loan group 2).

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Types of IO Period

Type of IO Period				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
Amortizing – No Partial Interest-Only Period					50			$	460,640,127				16.1	%			16.2	%			15.4	%
Partial Interest-Only – Amortizing					68				1,881,504,301				65.7				66.5				60.7
1 - 12					9				144,554,801				5.1				5.8				0.0
13 - 24					11				468,830,000				16.4				18.2				4.7
25 - 36					20				277,087,000				9.7				9.3				11.8
37 - 48					7				488,087,500				17.1				16.8				18.6
49 - 60					20				454,945,000				15.9				14.4				25.7
73 - 84					1				48,000,000				1.7				1.9				0.0
Non-Amortizing					34				520,278,000				18.2				17.3				23.9
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

		Balloon loans have amortization schedules significantly longer than their terms to maturity and have substantial principal payments due on their maturity dates, unless prepaid earlier.

		Mortgage loans providing for anticipated repayment dates generally fully or substantially amortize through their terms to maturity. However, if this type of mortgage loan is not prepaid by a date specified in its related mortgage note, interest will accrue at a higher rate and the related borrower will be required to apply all cash flow generated by the mortgaged property in excess of its regular debt service payments and certain other permitted expenses and reserves to repay principal on the mortgage loan.

		In addition, because the fixed periodic payment on the mortgage loans is generally determined assuming interest is calculated on a ‘‘30/360 basis,’’ but interest actually accrues and is applied on the majority of the mortgage loans on an ‘‘actual/360 basis,’’ there will be less amortization, absent prepayments, of the principal balance during the term of the related mortgage loan, resulting in a higher final payment on such mortgage loan. This will occur even if a mortgage loan is a ‘‘fully amortizing’’ mortgage loan.

		See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans’’ in this prospectus supplement.

Prepayment Restrictions		All of the mortgage loans included in the trust fund restrict or prohibit voluntary prepayments of principal in some manner for some period of time.

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Types of Prepayment Restrictions

Prepayment Restriction Type				Number of Mortgage Loans				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
Prohibit prepayment for most of the term of the mortgage loan; but permit defeasance after a date specified in the related mortgage note for most or all of the remaining term(1)(2)					124			$	2,278,470,948				79.6	%			81.6	%			67.1	%
Prohibit prepayment until a date specified in the related mortgage note and then impose a yield maintenance charge for most of the remaining term(1)(2)					15				208,473,705				7.3				6.4				13.1
Impose a yield maintenance charge for most or all of the remaining term(1)(2)					8				174,489,000				6.1				4.0				19.8
Prohibit prepayment until a date specified in the related mortgage note; but permit defeasance or impose a yield maintenance charge for most or all of the remaining term(1)(2)					2				148,000,000				5.2				6.0				0.0
Impose a yield maintenance charge for most or all of the remaining term or prohibit prepayment until a date specified in the related mortgage note; but permit defeasance after a date specified in the related mortgage note for most or all of the remaining term(1)(2)					1				39,000,000				1.4				1.6				0.0
Prohibit prepayment until a date specified in the related mortgage note; then permit defeasance, then impose a prepayment penalty for most or all of the remaining term(1)(2)					2				13,988,775				0.5				0.6				0.0
Total					152			$	2,862,422,428				100.0	%			100.0	%			100.0	%

(1)	For the purposes hereof, ‘‘remaining term’’ refers to either remaining term to maturity or anticipated repayment date, as applicable.

(2)	See ‘‘RISK FACTORS—The Offered Certificates—Prepayments Will Affect Your Yield—Performance Escrows’’.

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		See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement. The ability of the master servicer or special servicer to waive or modify the terms of any mortgage loan relating to the payment of a prepayment premium or yield maintenance charge will be limited as described in this prospectus supplement. See ‘‘SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments’’ in this prospectus supplement. We make no representations as to the enforceability of the provisions of any mortgage notes requiring the payment of a prepayment premium or yield maintenance charge or limiting prepayments to defeasance or the ability of the master servicer or special servicer to collect any prepayment premium or yield maintenance charge.

Defeasance		One hundred twenty-nine (129) of the mortgage loans included in the trust fund as of the cut-off date, representing 86.6% of the mortgage pool (103 mortgage loans in loan group 1 or 89.7% and 26 mortgage loans in loan group 2 or 67.1%), permit the borrower, under certain conditions, to substitute United States government obligations as collateral for the related mortgage loans (or a portion thereof) following their respective lock-out or yield maintenance periods. Upon substitution, the related mortgaged property (or, in the case of a mortgage loan secured by multiple mortgaged properties, one or more of such mortgaged properties) will no longer secure the related mortgage loan. The payments on the defeasance collateral are required to be at least equal to an amount sufficient to make, when due, all payments on the related mortgage loan or allocated to the related mortgaged property; provided that in the case of certain mortgage loans, these defeasance payments may cease at the beginning of the open prepayment period with respect to that mortgage loan, and the final payment on the defeasance collateral on that prepayment date would be required to fully prepay the mortgage loan. Defeasance may not occur prior to the second anniversary of the issuance of the certificates. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ in this prospectus supplement.

Twenty Largest Mortgage Loans		The following table describes certain characteristics of the twenty largest mortgage loans or groups of cross collateralized mortgage loans in the trust fund by aggregate principal balance as of the cut-off date. With respect to the mortgage loan referred to as the Prime Outlets Pool mortgage loan in the immediately following table, the loan balance per square foot, the debt service coverage ratio and the loan-to-value ratio set forth in such table, in each case, are based on the aggregate combined principal balance or combined debt

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		service, as the case may be, of the Prime Outlets Pool mortgage loan and the Prime Outlets Pool pari passu companion loan. No companion loans are included in the trust fund.

		For more information on the twenty largest mortgage loans in the trust fund, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ in this prospectus supplement.

Loan Name				Mortgage Loan Seller				Number of Mortgage Loans / Mortgaged Properties				Loan Group				Cut-Off Date Balance				% of Initial Group Balance				% of Initial Pool Balance				Property Type				Loan Balance Per SF/ Room(1)				Weighted Average DSCR(1)				Cut-Off Date LTV Ratio(1)(2)				LTV Ratio at Maturity or ARD(1)(2)				Weighted Average Mortgage Rate
Prime Outlets Pool				Wachovia					1/10			1				$	315,340,000				11.0	%			12.7	%		Retail-Outlet				$	181				1.21x				80.0	%			70.1	%			5.510	%
Marriott-Chicago, IL				Wachovia					1/1			1					195,000,000				6.8				7.9	%		Hospitality-Full Service				$	163,591				1.86x				64.6	%			58.8	%			5.877	%
530 Fifth Avenue				Wachovia					1/1			1					175,000,000				6.1				7.1	%		Office-CBD				$	350				1.50x				55.6	%			50.8	%			5.629	%
Independent Square				Wachovia					1/1			1					85,000,000				3.0				3.4	%		Office-CBD				$	130				1.37x				74.2	%			69.4	%			5.930	%
Central Parke Pool				Wachovia					1/11			1					83,500,000				2.9				3.4	%		Various				$	103				1.21x				78.0	%			72.9	%			5.830	%
Westfield Gateway				Wachovia					1/1			1					83,000,000				2.9				3.4	%		Retail-Anchored				$	160				2.02x				57.2	%			57.2	%			5.880	%
Hercules Plaza				Wachovia					1/1			1					77,892,043				2.7				3.1	%		Office-CBD				$	150				1.83x				65.7	%			51.4	%			6.270	%
Piedmont Center Buildings 9-12				Wachovia					1/1			1					65,000,000				2.3				2.6	%		Office-CBD				$	118				1.50x				63.4	%			63.4	%			5.850	%
Cotswold Village Shops				Wachovia					1/1			1					51,000,000				1.8				2.1	%		Retail-Anchored				$	199				1.24x				67.3	%			62.8	%			5.830	%
Doubletree Hotel – Scottsdale, AZ				Wachovia					1/1			1					48,000,000				1.7				1.9	%		Hospitality-Full Service				$	126,984				1.28x				73.8	%			69.5	%			5.510	%
									10/29							$	1,178,732,043				41.2	%															1.49x				69.0	%			62.7	%			5.750	%
Campbell Technology Park				Wachovia					1/1			1				$	46,000,000				1.6	%			1.9	%		Office-Suburban				$	165				1.42x				67.6	%			61.9	%			5.640	%
Phillips Place				Wachovia					1/1			1					44,500,000				1.6				1.8	%		Retail-Anchored				$	344				1.38x				78.8	%			78.8	%			5.780	%
Cedarbrook Plaza				Wachovia					1/1			1					44,300,000				1.5				1.8	%		Retail-Anchored				$	78				1.22x				73.8	%			69.1	%			6.040	%
Bethesda Gateway				Wachovia					1/1			1					44,000,000				1.5				1.8	%		Office-CBD				$	295				1.08x				79.6	%			72.0	%			6.060	%
Paoli Shopping Center				Wachovia					1/1			1					40,000,000				1.4				1.6	%		Retail-Anchored				$	241				1.20x				77.4	%			68.6	%			6.010	%
The Paramount Building				Wachovia					1/1			1					39,500,000				1.4				1.6	%		Mixed Use-Office/ Retail				$	62				5.46x				16.0	%			16.0	%			5.440	%
Sherry Lane Place				Wachovia					1/1			1					39,000,000				1.4				1.6	%		Office-CBD				$	136				1.20x				62.4	%			54.1	%			5.930	%
Wilshire Roxbury Building				Wachovia					1/1			1					35,789,000				1.3				1.4	%		Office-Suburban				$	332				1.29x				70.2	%			70.2	%			6.370	%
Wyndham Hotel Greenspoint				Wachovia					1/1			1					34,000,000				1.2				1.4	%		Hospitality-Full Service				$	72,034				3.52x				40.6	%			36.4	%			5.660	%
Shoppes at North Village				Wachovia					1/1			1					30,856,000				1.1				1.2	%		Retail-Anchored				$	136				1.67x				63.6	%			63.6	%			5.150	%
									10/10							$	397,945,000				13.9	%															1.90x				63.8	%			59.7	%			5.822	%
									20/39							$	1,576,677,043				55.1	%															1.59x				67.7	%			61.9	%			5.768	%

(1)

The Prime Outlets Pool mortgage loan is part of a split loan structure that includes one pari passu companion loan that is not included in the trust fund. With respect to the Prime Outlets Pool mortgage loan, unless otherwise specified, the calculations of LTV ratios, DSC ratios and loan balance per square foot are based on the aggregate indebtedness of such mortgage loan and the Prime Outlets Pool pari passu companion loan.

(2)	With respect to 1 mortgage loan (loan number 3), representing 6.1% of the mortgage pool (7.1% of loan group 1), the ‘‘as stabilized’’ appraised value (as defined in the appraisal) was used as opposed to an ‘‘as is’’ appraised value.

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Co-Lender Loans		Nine (9) mortgage loans (loan numbers 1, 2, 3, 7, 71, 74, 84, 89 and 97) to be included in the trust fund that were originated or acquired by Wachovia Bank, National Association, representing approximately 28.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (5 mortgage loans in loan group 1 or 31.2% and 4 mortgage loans in loan group 2 or 7.9%), are, in each case, evidenced by one of two notes which are secured by one or more mortgaged real properties. In each case, the related companion loan will not be part of the trust fund.

		One (1) mortgage loan, the Prime Outlets Pool mortgage loan (loan number 1), is part of a split loan structure where the mortgage loan is pari passu in right of entitlement to payment with its pari passu companion loan. The remaining co-lender loans (loan numbers 2, 3, 7, 71, 74, 84, 89 and 97) are part of split loan structures in which the related companion loan is subordinate to the related mortgage loan. In each case, the related companion loan will not be part of the trust fund. Each of these mortgage loans and its related companion loan is subject to an intercreditor agreement.

		The intercreditor agreement for the Prime Outlets Pool mortgage loan generally allocates collections in respect of such mortgage loan to the mortgage loan and its pari passu companion loan, on a pro rata basis. The intercreditor agreements for each of the remaining mortgage loans that are part of a split loan structure that includes subordinate companion loans generally allocate collections in respect of that mortgage loan, first, to the related mortgage loan, and then to the related subordinate companion loan. No companion loan is included in the trust fund.

		The master servicer and special servicer will service and administer each of these mortgage loans and its related companion loans (other than the Prime Outlets Pool mortgage loan and its pari passu companion loan) pursuant to the pooling and servicing agreement and the related intercreditor agreement, for so long as the related mortgage loan is part of the trust fund. The Prime Outlets Pool mortgage loan and its related companion loan are being serviced pursuant to the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23. The master servicer under the 2006-C23 pooling and servicing agreement is Wachovia Bank, National Association and the special servicer under the 2006-C23 pooling and servicing agreement is LNR Partners, Inc. The terms of the 2006-C23 pooling and servicing agreement are generally similar (but are not identical) to the terms of the pooling and servicing agreement for this transaction. See ‘‘SERVICING OF THE MORTGAGE LOANS—

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		Servicing of the Prime Outlets Pool Loan’’ in this prospectus supplement.

		Amounts attributable to any companion loan will not be assets of the trust fund and will be beneficially owned by the holder of such companion loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement.

		See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ and ‘‘SERVICING OF THE MORTGAGE LOANS’’ in this prospectus supplement for a description of certain rights of the holders of these companion loans to direct or consent to the servicing of the related mortgage loans.

		In addition to the mortgage loans described above, certain of the mortgaged properties or the equity interests in the related borrowers are subject to, or are permitted to become subject to, additional debt. In certain cases, this additional debt is secured by the related mortgaged properties. See ‘‘RISK FACTORS—The Mortgage Loans—Additional Debt on Some Mortgage Loans Creates Additional Risks’’ in this prospectus supplement.

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 RISK FACTORS 

•

You should carefully consider, among other things, the following risk factors (as well as the risk factors set forth under ‘‘RISK FACTORS’’ in the accompanying prospectus) before making your investment decision. Additional risks are described elsewhere in this prospectus supplement under separate headings in connection with discussions regarding particular aspects of the mortgage loans included in the trust fund or the certificates.

•	The risks and uncertainties described below are not the only ones relating to your certificates. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair your investment.

•	This prospectus supplement contains forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including risks described below and elsewhere in this prospectus supplement.

•	If any of the following risks are realized, your investment could be materially and adversely affected.

The Offered Certificates

Only Mortgage Loans Are Available to Pay You		Neither the offered certificates nor the mortgage loans will be guaranteed or insured by us or any of our affiliates, by any governmental agency or instrumentality or by any other person. If the assets of the trust fund, primarily the mortgage loans, are insufficient to make payments on the offered certificates, no other assets will be available for payment of the deficiency. See ‘‘RISK FACTORS—The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates’’ in the accompanying prospectus.

Prepayments Will Affect Your Yield		Prepayments.    The yield to maturity on the offered certificates will depend on the rate and timing of principal payments (including both voluntary prepayments, in the case of mortgage loans that permit voluntary prepayment, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults, liquidations or repurchases for breaches of representations or warranties or other sales of defaulted mortgage loans which, in either case, may not require any accompanying prepayment premium or yield maintenance charge) on the mortgage loans included in the trust fund and how such payments are allocated among the offered certificates entitled to distributions of principal.

		In addition, upon the occurrence of certain limited events, a party may be required or permitted to repurchase or purchase a mortgage loan from the trust fund and the money paid would be passed through to the holders of the certificates with the same effect as if such mortgage loan had been prepaid in full (except that no prepayment premium or yield maintenance charge would be payable with respect to a purchase or repurchase). In addition, certain mortgage loans may permit prepayment without an accompanying prepayment premium or yield maintenance charge if the mortgagee elects to apply casualty or condemnation proceeds to the mortgage loan. We cannot make any representation as

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		to the anticipated rate of prepayments (voluntary or involuntary) on the mortgage loans or as to the anticipated yield to maturity of any certificate.

		In addition, because the amount of principal that will be distributed to the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A certificates will generally be based upon the particular loan group in which the related mortgage loan is deemed to be a part, the yield on the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4 and Class A-5 certificates will be particularly sensitive to prepayments on mortgage loans in loan group 1 and the yield on the Class A-1A certificates will be particularly sensitive to prepayments on mortgage loans in loan group 2.

		See ‘‘YIELD AND MATURITY CONSIDERATIONS’’ in this prospectus supplement and ‘‘YIELD CONSIDERATIONS’’ in the accompanying prospectus.

		Yield.    In general, if you purchase an offered certificate at a premium and principal distributions on that offered certificate occur at a rate faster than you anticipated at the time of purchase, and no prepayment premiums or yield maintenance charges are collected, your actual yield to maturity may be lower than you had predicted at the time of purchase. Conversely, if you purchase an offered certificate at a discount and principal distributions on that offered certificate occur at a rate slower than you anticipated at the time of purchase, your actual yield to maturity may be lower than you had predicted at the time of purchase.

		The yield on the Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F certificates could be adversely affected if mortgage loans with higher mortgage interest rates pay faster than mortgage loans with lower mortgage interest rates, since those classes bear interest at a rate equal to, based upon or limited by the weighted average net mortgage rate of the mortgage loans. In addition, because there can be no assurances with respect to losses, prepayments and performance of the mortgage loans, there can be no assurance that distributions of principal on either the Class A-PB1 certificates or the Class A-PB2 certificates will be made in conformity with the schedules attached on Annex C-1 and Annex C-2, respectively, to this prospectus supplement.

		Interest Rate Environment.    Mortgagors generally are less likely to prepay if prevailing interest rates are at or above the rates borne by their mortgage loans. On the other hand, mortgagors are generally more likely to prepay if prevailing interest rates fall significantly below the mortgage interest rates of their mortgage loans. Mortgagors are generally less likely to prepay mortgage loans with a lockout period, yield maintenance charge or prepayment premium provision, to

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		the extent enforceable, than similar mortgage loans without such provisions, with shorter lockout periods or with lower yield maintenance charges or prepayment premiums.

		Performance Escrows.    In connection with the origination of some of the mortgage loans, the related borrowers were required to escrow funds or post a letter of credit related to obtaining certain performance objectives. In general, such funds will be released to the related borrower upon the satisfaction of certain conditions. If the conditions are not satisfied, although the master servicer will be directed in the pooling and servicing agreement (in accordance with the servicing standard) to hold the escrows, letters of credit or proceeds of such letters of credit as additional collateral and not use the funds to reduce the principal balance of the related mortgage loan, in the event such funds are required to be used to reduce the principal balance of such mortgage loans, such amounts will be passed through to the holders of the certificates as principal prepayments.

		With respect to 1 mortgage loan (loan number 96), representing 0.2% of the mortgage pool (0.2% of loan group 1), an upfront escrow in the amount of $715,000 may be used to pay down the principal balance of the mortgage loan in the event that the related mortgaged property has not met certain occupancy and financial thresholds within 12 months of the origination date (in which event, the amortization schedule will be recast based on the principal balance of the mortgage loan following such prepayment and the monthly debt service payments on the mortgage loan will be adjusted). Although the pooling servicing agreement generally directs the master servicer to hold unused escrows as additional collateral for the related mortgage loan, the pooling and servicing agreement will not prohibit the master servicer from applying this escrow to pay down the principal balance of this mortgage loan.

		With respect to 1 mortgage loan (loan number 122), representing 0.1% of the mortgage pool (1.0% of loan group 2), if the borrower fails to achieve a debt service coverage ratio of at least 1.20x by June 1, 2008, the lender is required to use all or a portion of certain escrowed funds in an amount sufficient to pay down the principal balance of the mortgage loan, together with a 6.5% prepayment premium, so as to achieve a debt service coverage ratio of 1.20x. The borrower is obligated to deliver additional funds to the lender to the extent of any deficiency in the escrowed funds.

		See "YIELD AND MATURITY CONSIDERATIONS—Yield Considerations" and the modeling assumptions described in "YIELD AND MATURITY CONSI-DERATIONS—Weighted Average Life" in this prospectus supplement.

		Premiums.    Provisions requiring prepayment premiums and yield maintenance charges may not be enforceable in some

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		states and under federal bankruptcy law, and may constitute interest for usury purposes. Accordingly, we cannot provide assurance that the obligation to pay that premium or charge will be enforceable or, if enforceable, that the foreclosure proceeds will be sufficient to pay such prepayment premium or yield maintenance charge. Additionally, although the collateral substitution provisions related to defeasance are not intended to be, and do not have the same effect on the certificateholders as a prepayment, we cannot provide assurance that a court would not interpret such provisions as requiring a prepayment premium or yield maintenance charge and possibly determine that such provisions are unenforceable or usurious under applicable law. Prepayment premiums and yield maintenance charges are generally not charged for prepayments resulting from casualty or condemnation and would not be paid in connection with repurchases of mortgage loans for breaches of representations or warranties or a material document defect. No prepayment premium or yield maintenance charge will be required for prepayments in connection with a casualty or condemnation unless, in the case of certain of the mortgage loans, an event of default has occurred and is continuing.

		Pool Concentrations.    Principal payments (including prepayments) on the mortgage loans included in the trust fund or in a particular group will occur at different rates. In addition, mortgaged properties can be released from the trust fund as a result of prepayments, defeasance, repurchases, casualties or condemnations. As a result, the aggregate balance of the mortgage loans concentrated in various property types in the trust fund or in a particular loan group changes over time. You therefore may be exposed to varying concentration risks as the mixture of property types and relative principal balance of the mortgage loans associated with certain property types changes. See the table entitled ‘‘Range of Remaining Terms to Maturity or Anticipated Repayment Date for all Mortgage Loans as of the Cut-Off Date’’ in Annex A-7 to this prospectus supplement for a description of the respective maturity dates of the mortgage loans included in the trust fund and in each loan group. Because principal on the certificates (other than the Class IO, Class Z, Class R-I and Class R-II certificates) is payable in sequential order to the extent described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement, classes that have a lower priority of distributions are more likely to be exposed to the risk of changing concentrations discussed under ‘‘—The Mortgage Loans—Special Risks Associated With High Balance Mortgage Loans’’ below than classes with a higher sequential priority.

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Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss		The offered certificates will be subject to optional early termination by means of the purchase of the mortgage loans in the trust fund. We cannot assure you that the proceeds from a sale of the mortgage loans will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly, the holders of offered certificates affected by such a termination may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment. See ‘‘DESCRIPTION OF THE CERTIFICATES—Termination’’ in this prospectus supplement.

Borrower Defaults May Adversely Affect Your Yield		The aggregate amount of distributions on the offered certificates, the yield to maturity of the offered certificates, the rate of principal payments on the offered certificates and the weighted average life of the offered certificates will be affected by the rate and timing of delinquencies and defaults on the mortgage loans included in the trust fund. Delinquencies on the mortgage loans included in the trust fund, if the delinquent amounts are not advanced, may result in shortfalls in distributions of interest and/or principal to the offered certificates for the current month. Any late payments received on or in respect of the mortgage loans will be distributed to the certificates in the priorities described more fully in this prospectus supplement, but no interest will accrue on such shortfall during the period of time such payment is delinquent.

		If you calculate your anticipated yield based on an assumed default rate and an assumed amount of losses on the mortgage pool that are lower than the default rate and the amount of losses actually experienced, and if such losses are allocated to your class of certificates, your actual yield to maturity will be lower than the yield so calculated and could, under certain scenarios, be negative. The timing of any loss on a liquidated mortgage loan also will affect the actual yield to maturity of the offered certificates to which all or a portion of such loss is allocable, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier you bear a loss, the greater the effect on your yield to maturity. See ‘‘YIELD AND MATURITY CONSIDERATIONS’’ in this prospectus supplement and ‘‘YIELD CONSIDERATIONS’’ in the accompanying prospectus.

		Even if losses on the mortgage loans included in the trust fund are allocated to a particular class of offered certificates, such losses may affect the weighted average life and yield to

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		maturity of other certificates. Losses on the mortgage loans, to the extent not allocated to such class of offered certificates, may result in a higher percentage ownership interest evidenced by such certificates than would otherwise have resulted absent such loss. The consequent effect on the weighted average life and yield to maturity of the offered certificates will depend upon the characteristics of the remaining mortgage loans.

Subordination of Subordinate Offered Certificates		As described in this prospectus supplement, unless your certificates are Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A or Class IO certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the offered certificates with an earlier payment priority. See ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions—Application of the Available Distribution Amount’’ and ‘‘DESCRIPTION OF THE CERTIFICATES—Subordination; Allocation of Losses and Certain Expenses’’ in this prospectus supplement.

Your Lack of Control Over the Trust Fund Can Create Risks		You and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the trust fund. See ‘‘SERVICING OF THE MORTGAGE LOANS—General’’ in this prospectus supplement. Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the trustee or the special servicer, as applicable. Any decision made by one of those parties in respect of the trust fund, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests.

		Under certain circumstances, the consent or approval of less than all certificateholders will be required to take, and will bind all certificateholders to, certain actions relating to the trust fund. The interests of those certificateholders may be in conflict with those of the other certificateholders. For example, certificateholders of certain classes that are subordinate in right of payment may direct the actions of the special servicer with respect to troubled mortgage loans and related mortgaged properties. In certain circumstances, the holder of a companion loan, mezzanine loan or subordinate debt may direct the actions of the special servicer with respect to the related mortgage loan and the holder of a companion loan, mezzanine loan or subordinate debt will have certain consent rights relating to foreclosure or modification of the related loans. The interests of such holder of a companion loan, mezzanine loan or subordinate debt may be in conflict with those of the certificateholders.

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		Nine (9) of the mortgage loans (loan numbers 1, 2, 3, 7, 71, 74, 84, 89 and 97), representing 28.l% of the mortgage pool (5 loans in loan group 1 or 31.2% and 4 loans in loan group 2 or 7.9%), are each evidenced by multiple promissory notes. With respect to 1 of these mortgage loans, the Prime Outlets Pool mortgage loan (loan number 1), representing 11.0% of the mortgage pool (12.7% of loan group 1), the related mortgage loan is evidenced by one promissory note that is pari passu in right of payment, and the holder of the pari passu companion note has certain control, consultation and/or consent rights with respect to the servicing and/or administration of the mortgage loan. The trust fund is comprised of only one of the pari passu notes; the related pari passu companion note is included in the trust fund created in connection with the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23 transaction. With respect to the other 8 mortgage loans evidenced by multiple promissory notes, the related mortgage loans are each part of a split loan structure where one promissory note is subordinate in right of payment to the other promissory note. In each case, the trust fund does not include the subordinate companion note. In addition, the holder of the pari passu companion note or the subordinate companion notes may have been granted various rights and powers pursuant to the related intercreditor agreement or other similar agreement, including cure rights and purchase options with respect to the related mortgage loans. In some cases, the foregoing rights and powers may be assignable or may be exercised through a representative or designee. Accordingly, these rights may potentially conflict with the interests of the certificateholders.

		Additionally, less than all of the certificateholders may amend the pooling and servicing agreement in certain circumstances.

		See ‘‘SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative’’ in this prospectus supplement and ‘‘DESCRIPTION OF THE CERTIFICATES—Voting Rights’’ in this prospectus supplement and the accompanying prospectus.

The Mortgage Loan Sellers, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Trust Fund’s Ownership of the Mortgage Loans		In the event of the bankruptcy or insolvency of any mortgage loan seller or the depositor, it is possible the trust fund’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge were successful, delays or reductions in payments on your certificates could occur.

		Based upon opinions of counsel that the conveyance of the mortgage loans would generally be respected in the event of

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		a bankruptcy or insolvency of a mortgage loan seller or the depositor, which opinions are subject to various assumptions and qualifications, the depositor and the issuing entity believe that such a challenge will be unsuccessful, but there can be no assurance that a bankruptcy trustee, if applicable, or other interested party will not attempt to assert such a position. Even if actions seeking such results were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claim.

		In addition, since the issuing entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a ‘‘business trust’’ for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a ‘‘business trust.’’ Even if a bankruptcy court were to determine that the issuing entity was a ‘‘business trust’’, it is possible that payments on the certificates would be delayed while the court resolved the issue.

Liquidity for Certificates May Be Limited		There is currently no secondary market for the offered certificates. While each underwriter has advised us that it intends to make a secondary market in one or more classes of the offered certificates, none of them are under any obligation to do so. No secondary market for your certificates may develop. If a secondary market does develop, there can be no assurance that it will be available for the offered certificates or, if it is available, that it will provide holders of the offered certificates with liquidity of investment or continue for the life of your certificates.

		Lack of liquidity could result in a substantial decrease in the market value of your certificates. Your certificates will not be listed on any securities exchange at the time of closing and may never be listed on any securities exchange or traded in any automated quotation system of any registered securities association such as NASDAQ.

Potential Conflicts of Interest		The master servicer is one of the mortgage loan sellers, a sponsor and is an affiliate of the depositor and an affiliate of one of the underwriters. In addition, Wachovia Bank, National Association is also the master servicer under the pooling and servicing agreement executed in connection with the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23 transaction under which the Prime Outlets Pool whole loan is being serviced. CWCapital LLC is one of the mortgage loan sellers, a sponsor and acts as the primary servicer with respect to the mortgage loans it originates or acquires. These affiliations could cause conflicts with a servicer’s duties to the trust fund under the pooling and servicing agreement. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standard described in this prospectus supplement

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		without regard to an affiliation with a mortgage loan seller, any other party to the pooling and servicing agreement or any of their affiliates. See ‘‘SERVICING OF THE MORTGAGE LOANS—General’’ in this prospectus supplement.

		Wachovia Bank, National Association (which is the master servicer and a sponsor) or one of its affiliates is also the initial holder of certain companion loans with respect to the Marriott—Chicago, IL mortgage loan and the 530 Fifth Avenue mortgage loan, representing 12.9% of the mortgage pool (15.0% of loan group 1). In addition, Wachovia Bank, National Association is the initial holder of the mezzanine loans related to 2 mortgage loans (loan numbers 3 and 5), representing 9.0% of the mortgage pool (10.4% of loan group 1). In addition, Wachovia Bank, National Association is also an equity owner of Capital Lease, LP, the holder of the companion loan with respect to the Hercules Plaza mortgage loan (loan number 7), representing 2.7% of the mortgage pool (3.1% of loan group 1). Accordingly, a conflict may arise between Wachovia Bank, National Association’s duties to the trust fund under the pooling and servicing agreement and its or its affiliate’s interest as a holder of a companion loan, mezzanine loan or the holder of certain certificates. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement.

		Wachovia Bank, National Association (which is the master servicer and a sponsor) is also the initial holder of certain subordinate debt which encumbers the mortgaged property securing loan number 44, representing 0.5% of the mortgage pool (4.0% of loan group 2). Accordingly, a conflict may arise between Wachovia Bank, National Association’s duties to the trust fund under the pooling and servicing agreement and its interest as a holder of the subordinate debt secured by the related mortgaged property. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Other Financing’’ in this prospectus supplement.

		In addition, with respect to 1 mortgage loan (loan number 91), representing 0.2% of the mortgage pool (0.3% of loan group 1), Wachovia Development Corporation, an affiliate of Wachovia Bank, National Association, owns a 70% preferred equity interest in the related borrower. As a result, a conflict could have arisen during the origination process as a result of Wachovia Bank, National Association being the originator of the related mortgage loan as well as the owner of the equity interests in the related borrower. In addition, a conflict may arise between Wachovia Bank, National Association’s duties to the trust fund under the pooling and servicing agreement and its affiliate’s equity interest in the related borrower. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standard described in this prospectus supplement

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		without regard to any relationship that the master servicer or any affiliate thereof may have with the related borrower. In addition, the special servicer (and any related sub-servicer) will be involved in determining whether to modify or foreclose a defaulted mortgage loan. The special servicer is not affiliated with the master servicer or the related borrower.

		One of the sponsors, CWCapital LLC, is a primary servicer, an affiliate of the initial controlling class representative and an affiliate of the special servicer, and such sponsor may have interests that conflict with the interests of those affiliates.

		One of the underwriters, Wachovia Capital Markets, LLC and/or its affiliates, provided financing to CWCapital LLC in order to fund the mortgage loans sold to the trust fund by CWCapital Mortgage Securities I LLC, which financing arrangements must be terminated on or prior to the closing date. All amounts owing to Wachovia Capital Markets, LLC and/or its affiliates in connection with such financing arrangements must be repaid by the closing date from the proceeds of the offering of the certificates. This may result in a conflict of interest between the interests of Wachovia Capital Markets, LLC and/or its affiliates and the interests of the holders of the certificates.

		A master servicer, primary servicer, special servicer or any of their respective affiliates may, especially if it holds the non-offered certificates, or has financial interests in, or other financial dealings with, a borrower or mortgage loan seller under any of the mortgage loans, have interests when dealing with the mortgage loans that are in conflict with the interests of holders of the offered certificates. For instance, if the special servicer or an affiliate holds non-offered certificates, the special servicer could seek to reduce the potential for losses allocable to those certificates from a troubled mortgage loan by deferring acceleration in the hope of maximizing future proceeds. The special servicer might also seek to reduce the potential for such losses by accelerating the mortgage loan earlier than necessary to avoid advance interest or additional trust fund expenses. Either action could result in less proceeds to the trust fund than would be realized if alternate action had been taken. In general, a master servicer, primary servicer, special servicer or any of their respective affiliates is not required to act in a manner more favorable to the holders of the offered certificates or any particular class of offered certificates than to the holders of the non-offered certificates.

		The special servicer will (and any related sub-servicer may) be involved in determining whether to modify or foreclose a defaulted mortgage loan. An affiliate of the special servicer may purchase certain other non-offered certificates and may serve as the initial controlling class representative. The special servicer or its affiliates may acquire non-performing loans or interests in non-performing loans, which may include REO properties that compete with the mortgaged properties securing mortgage loans in the trust fund. The special

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		servicer or its affiliates own and are in the business of acquiring assets similar in type to the assets of the trust fund. The special servicer or its affiliates may also make loans on properties that may compete with the mortgaged properties and may also advise other clients that own or are in the business of owning properties that compete with the mortgaged properties or that own loans like the mortgage loans included in the trust fund. Accordingly, the assets of the special servicer and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged properties for tenants, purchasers, financing and so forth. See ‘‘SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments’’ in this prospectus supplement.

		This could cause a conflict between the special servicer’s duties to the trust fund under the pooling and servicing agreement and its interest as a holder of a certificate. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer, the special servicer or any affiliate of the special servicer. See ‘‘SERVICING OF THE MORTGAGE LOANS—General’’ in this prospectus supplement.

		In addition, the related property managers and borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties securing the mortgage loans because:

		•	a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers; or

		•	these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; or

		•	affiliates of the property manager and/or the borrowers or the property managers and/or the borrowers themselves also may own other properties, including competing properties; or

		•	the mortgaged property is self-managed.

		For example, with respect to 1 mortgage loan (loan number 1), representing 11.0% of the mortgage pool (12.7% of loan group 1), the property manager for each of the 10 mortgaged properties securing the related mortgage loan is an affiliate of the sponsor. See "DESCRIPTION OF THE MORTGAGE POOL–—Twenty Largest Mortgage Loans" and Annex D to this prospectus supplement.

		In addition, certain mortgage loans included in the trust fund may have been refinancings of debt previously held by (or by an affiliate of) one of the mortgage loan sellers.

		The activities of the mortgage loan sellers and their affiliates may involve properties which are in the same markets as the

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		mortgaged properties underlying the certificates. In such case, the interests of each of the mortgage loan sellers or such affiliates may differ from, and compete with, the interests of the trust fund, and decisions made with respect to those assets may adversely affect the amount and timing of distributions with respect to the certificates.

		LNR Partners, Inc. is the special servicer with respect to the Prime Outlets Pool mortgage loan, which is serviced under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23.

The Mortgage Loans

Future Cash Flow and Property Values Are Not Predictable		A number of factors, many beyond the control of the property owner, may affect the ability of an income-producing real estate project to generate sufficient net operating income to pay debt service and/or to maintain its value.

		Certain of the mortgaged properties securing mortgage loans included in the trust fund have leases that expire or may be subject to tenant termination rights prior to the maturity date of the related mortgage loan. For example, with respect to the Shoppes at North Village mortgage loan (loan number 20), representing 1.1% of the mortgage pool (1.2% of loan group 1), approximately 64% of the total square feet at the mortgaged property is scheduled to expire within three years of the related mortgage loan's maturity date. See "DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans" and Annex D to this prospectus supplement. Certain of such loans may be leased entirely to a single tenant. For example, with respect to the Hercules Plaza mortgage loan (loan number 7), representing 2.7% of the mortgage pool (3.1% of loan group 1), the mortgaged property is leased entirely to one tenant, Hercules Incorporated. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ and Annex D to this prospectus supplement. With respect to the Quantum Buildings A/B mortgage loan (loan number 22), representing 1.0% of the mortgage pool (1.1% of loan group 1), the mortgaged property is leased entirely to one tenant, Quantum Corp. In addition, the mortgaged properties securing 3 mortgage loans (loan numbers 68, 118 and 126), representing 0.7% of the mortgage pool (0.8% of loan group 1), are leased entirely to Walgreens.

		In addition, with respect to 4 mortgage loans (loan numbers 68, 107, 126 and 149), representing 0.7% of the mortgage pool (3 mortgage loans in loan group 1 or 0.7% and 1 mortgage loan in loan group 2 or 1.3%), certain of the major tenants at the related mortgaged property have rights of first refusal and/or purchase options on the related mortgaged property in accordance with the terms of the related loan documents.

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		There can be no assurance that if such options are not waived, the mortgagee's ability to sell the related mortgaged property at foreclosure may be impaired or may adversely affect the foreclosure proceeds.

		If leases are not renewed or replaced, if tenants default, if rental rates fall, if tenants vacate the related mortgaged property during the terms of their respective leases and/or if operating expenses increase, the borrower’s ability to repay the loan may be impaired and the resale value of the property, which is substantially dependent upon the property’s ability to generate income, may decline. Even if borrowers successfully renew leases or relet vacated space, the costs associated with reletting, including tenant improvements, leasing commissions and free rent, can exceed the amount of any reserves maintained for that purpose and reduce cash from the mortgaged properties. Although some of the mortgage loans included in the trust fund require the borrower to maintain escrows for leasing expenses, there is no guarantee that these reserves will be sufficient. For example, with respect to 1 mortgage loan (loan number 14), representing 1.5% of the mortgage pool (1.8% of loan group 1), certain tenants representing approximately 24% of the net rentable area of the related mortgaged property have ‘‘gone dark’’ and are not occupying their leased space at the related mortgaged property. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ and Annex D to this prospectus supplement.

		In addition, there are other factors, including changes in zoning or tax laws, restrictive covenants, tenant exclusives and rights of first refusal to lease or purchase, the availability of credit for refinancing and changes in interest-rate levels that may adversely affect the value of a project and/or the borrower’s ability to sell or refinance without necessarily affecting the ability to generate current income. In addition, certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have certain rights to cancel their leases or reduce the rent payable with respect to such leases at any time for, among other reasons, lack of appropriations. With respect to 1 mortgage loan (loan number 14), representing 1.5% of the mortgage pool (1.8% of loan group 1), a material portion of the rentable area at the related mortgaged property is occupied by U.S. government agencies. In addition, with respect to 1 mortgage loan (loan number 107), representing 0.2% of the mortgage pool (1.3% of loan group 2), the related mortgaged property is 100% master-leased to the Commonwealth of Virginia. Although such U.S. government or state government leases generally do not permit the related tenant to terminate its lease due to any lack of appropriations, certain of the U.S. government and state government leases may permit the related tenant to terminate its lease after a specified date contained in the respective lease, some of which may be prior

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		to the maturity date of the related mortgage loan, subject to certain terms and conditions contained therein.

		Certain of the mortgaged properties securing mortgage loans included in the trust fund are located in secondary or tertiary markets that are dominated by one or a small number of tenants. In these markets, actions taken by a single tenant in the market can exacerbate fluctuations in market rents, vacancy rates, property values and other market factors. For example, with respect to 1 mortgage loan (loan number 7), representing 2.7% of the mortgage pool (3.1% of loan group 1), the mortgaged property is located in Wilmington, Delaware, whose central business district market contains approximately 6.7 million square feet of leased space. Bank of America, National Association owns approximately 1.2 million square feet of space in Wilmington, Delaware. Actions Bank of America, National Association may take with respect to their space could materially impact market conditions in Wilmington, Delaware.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses		Some of the mortgaged properties securing the mortgage loans included in the trust fund may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason. For example, a mortgaged property may not be readily convertible (or convertible at all) due to restrictive covenants related to such mortgaged property including, in the case of mortgaged properties that are part of a condominium regime, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. In addition, mortgaged properties that have been designated as historic sites, may be difficult to convert to alternative uses and may require certain governmental approvals to make alterations or modifications to the related mortgaged property. In addition, converting commercial properties to alternate uses generally requires substantial capital expenditures. The liquidation value of any mortgaged property, subject to limitations of the kind described above or other limitations on convertibility of use, may be substantially less than would be the case if the property were readily adaptable to other uses.

		See ‘‘—Special Risks Associated with Industrial and Mixed-Use Facilities’’ below.

Risks Relating to Certain Property Types		Particular types of income properties are exposed to particular risks. For instance:

Special Risks Associated with Shopping Centers and Other Retail Properties		Retail properties, including shopping centers, secure, in whole or in part, 60 of the mortgage loans included in the trust fund as of the cut-off date, representing 38.8% of the mortgage pool (44.9% of loan group 1). See ‘‘RISK

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		FACTORS—Special Risks of Mortgage Loans Secured by Retail Properties’’ in the accompanying prospectus.

		In addition, 3 mortgage loans secured by a retail mortgaged property (loan numbers 12, 20 and 26), representing 3.6% of the mortgage pool (4.1% of loan group 1), have a movie theater as one of the three largest tenants. These mortgaged properties are exposed to certain unique risks. In recent years, the theater industry has experienced a high level of construction of new theaters and an increase in competition among theater operators. This new construction has caused some operators to experience financial difficulties, resulting in downgrades in their credit ratings and, in certain cases, bankruptcy filings. In addition, because of the unique construction requirements of theaters, any vacant theater space would not be easily converted to other uses.

Special Risks Associated with Office Properties		Office properties secure, in whole or in part, 29 of the mortgage loans included in the trust fund as of the cut-off date, representing 31.1% of the mortgage pool (36.0% of loan group 1). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Office Properties’’ in the accompanying prospectus.

		Included in the mortgage loans secured in whole or in part by office properties are 3 mortgage loans, which are secured by 3 medical office properties, representing approximately 0.9% of the mortgage pool (1.0% of loan group 1). The performance of a medical office property may depend on (i) the proximity of such property to a hospital or other health care establishment and (ii) reimbursements for patient fees from private or government-sponsored insurers. Issues related to reimbursements (ranging from non-payment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged properties.

Special Risks Associated with Hospitality Properties		Hospitality properties secure 16 of the mortgage loans included in the trust fund as of the cut-off date, representing 14.4% of the mortgage pool (16.7% of loan group 1). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Hospitality Properties’’ in the accompanying prospectus.

		Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable. Replacement franchise licenses may require significantly higher fees.

		The transferability of franchise license agreements is restricted. In the event of a foreclosure, the mortgagee or its agent would not have the right to use the franchise license without the franchisor’s consent. Conversely, in the case of certain mortgage loans, the mortgagee may be unable to

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		terminate a franchise license or remove a hotel management company that it desires to replace following a foreclosure.

		Furthermore, the ability of a hotel to attract customers, and some of such hotel’s revenues, may depend in large part on its having a liquor license. Such a license may have restrictions or prohibitions on transfers to third parties, including, for example, in connection with a foreclosure.

		Moreover, the hotel and lodging industry is generally seasonal in nature; different seasons affect different hotels depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. In addition, the events of September 11, 2001, have had an adverse impact on the tourism and convention industry. See ‘‘RISK FACTORS—Terrorist Attacks and Military Conflicts May Adversely Affect Your Investment’’ in the accompanying prospectus.

Special Risks Associated with Multifamily Properties		Multifamily properties secure 33 of the mortgage loans included in the trust fund as of the cut-off date, representing 13.3% of the mortgage pool (98.1% of loan group 2). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Multifamily Properties’’ in the accompanying prospectus.

Special Risks Associated with Industrial and Mixed-Use Facilities		Industrial properties secure 5 of the mortgage loans included in the trust fund as of the cut-off date, representing 1.7% of the mortgage pool (1.9% of loan group 1).

		Mixed-use properties secure 2 of the mortgage loans included in the trust fund as of the cut-off date, representing 1.6% of the mortgage pool (1.8% of loan group 1). See ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Industrial and Mixed-Use Facilities’’ in the accompanying prospectus.

		Mixed use mortgaged properties consist of office and retail components, and as such, mortgage loans secured by mixed use properties will share the risks associated with such underlying components. See ‘‘—Special Risks Associated with Office Properties’’ and ‘‘—Special Risks Associated with Shopping Centers and Other Retail Properties’’ above and ‘‘RISK FACTORS—Special Risks of Mortgage Loans Secured by Office Properties’’ and ‘‘—Special Risks of Mortgage Loans Secured by Retail Properties’’ in the accompanying prospectus.

Environmental Laws May Adversely Affect the Value of and Cash Flow from a Mortgaged Property		If an adverse environmental condition exists with respect to a mortgaged property securing a mortgage loan included in

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		the trust fund, the trust fund may be subject to certain risks including the following:

		•	a reduction in the value of such mortgaged property which may make it impractical or imprudent to foreclose against such mortgaged property;

		•	the potential that the related borrower may default on the related mortgage loan due to such borrower’s inability to pay high remediation costs or costs of defending lawsuits due to an environmental impairment or difficulty in bringing its operations into compliance with environmental laws;

		•	liability for clean-up costs or other remedial actions, which could exceed the value of such mortgaged property or the unpaid balance of the related mortgage loan; and

		•	the inability to sell the related mortgage loan in the secondary market or to lease such mortgaged property to potential tenants.

		Under certain federal, state and local laws, federal, state and local agencies may impose a statutory lien over affected property to secure the reimbursement of remedial costs incurred by these agencies to correct adverse environmental conditions. This lien may be superior to the lien of an existing mortgage. Any such lien arising with respect to a mortgaged property securing a mortgage loan included in the trust fund would adversely affect the value of such mortgaged property and could make impracticable the foreclosure by the special servicer on such mortgaged property in the event of a default by the related borrower.

		Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real property, as well as certain other types of parties, may be liable for the costs of investigation, removal or remediation of hazardous or toxic substances on, under, adjacent to or in such property. The cost of any required investigation, delineation and/or remediation and the owner’s liability therefor is generally not limited under applicable laws. Such liability could exceed the value of the property and/or the aggregate assets of the owner. Under some environmental laws, a secured lender (such as the trust fund) may be found to be an ‘‘owner’’ or ‘‘operator’’ of the related mortgaged property if it is determined that such secured lender actually participated in the hazardous waste management of the borrower, regardless of whether the borrower actually caused the environmental damage. In such cases, a secured lender may be liable for the costs of any required investigation, removal or remediation of hazardous substances. The trust fund’s potential exposure to liability for environmental costs will increase if the trust fund, or an agent of the trust fund, actually takes possession of a mortgaged property or control of its day-to-day operations. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Assessments of Property Condition—

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		Environmental Assessments’’ in this prospectus supplement, and ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Environmental Considerations’’ in the accompanying prospectus.

		A third-party environmental consultant conducted an environmental site assessment (or updated a previously conducted environmental site assessment) with respect to each mortgaged property securing a mortgage loan included in the trust fund related to a particular series of certificates. Such assessments do not generally include invasive environmental testing. In each case where the environmental site assessment or update revealed a material adverse environmental condition or circumstance at any mortgaged property, then (depending on the nature of the condition or circumstance) one or more of the following actions has been or is expected to be taken:

		•	an environmental consultant investigated those conditions and recommended no further investigations or remediation;

		•	an environmental insurance policy was obtained from a third-party insurer;

		•	either (i) an operations and maintenance program, including, in several cases, with respect to asbestos containing materials, lead-based paint, microbial matter and/or radon, or periodic monitoring of nearby properties, has been or is expected to be implemented in the manner and within the time frames specified in the related loan documents, or (ii) remediation in accordance with applicable law or regulations has been performed, is currently being performed or is expected to be performed either by the borrower or by the party responsible for the contamination;

		•	an escrow or reserve was established to cover the estimated cost of remediation, with each remediation required to be completed within a reasonable time frame in accordance with the related mortgage loan documents; or

		•	the related borrower or other responsible party having financial resources reasonably estimated to be adequate to address the related condition or circumstance is required to take (or is liable for the failure to take) actions, if any, with respect to those circumstances or conditions that have been required by the applicable governmental regulatory authority or any environmental law or regulation.

		We cannot provide assurance, however, that the environmental assessments identified all environmental conditions and risks, that the related borrowers will implement all recommended operations and maintenance plans, that such plans will adequately remediate the environmental condition, or that any environmental

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		indemnity, insurance or escrow will fully cover all potential environmental conditions and risks. In addition, the environmental condition of the underlying real properties could be adversely affected by tenants or by the condition of land or operations in the vicinity of the properties, such as underground storage tanks.

		Problems associated with mold, fungi or decay may pose risks to the mortgaged properties and may also be the basis for personal injury claims against a borrower. Although the mortgaged properties are required to be inspected periodically, there is no generally accepted standard for the assessment of mold, fungi or decay problems. If left unchecked, the growth of such problems could result in the interruption of cash flow, litigation and remediation expenses that could adversely impact collections from a mortgaged property.

		We cannot provide assurance, however, that should environmental insurance coverage be needed, such coverage would be available or uncontested, that the terms and conditions of such coverage would be met, that coverage would be sufficient for the claims at issue or that coverage would not be subject to certain deductibles.

		In addition, some of the related borrowers have provided an environmental indemnification in favor of the mortgagee. For example, with respect to 1 mortgage loan (loan number 44), representing 0.5% of the mortgage pool (4.0% of loan group 2), the related mortgagor has provided an environmental insurance policy in favor of the mortgagee, in lieu of an environmental indemnity.

		The pooling and servicing agreement will require that the special servicer obtain an environmental site assessment of a mortgaged property securing a mortgage loan included in the trust fund prior to taking possession of the property through foreclosure or otherwise assuming control of its operation. Such requirement effectively precludes enforcement of the security for the related mortgage note until a satisfactory environmental site assessment is obtained (or until any required remedial action is thereafter taken), but will decrease the likelihood that the trust fund will become liable for a material adverse environmental condition at the mortgaged property. However, we cannot give assurance that the requirements of the pooling and servicing agreement will effectively insulate the trust fund from potential liability for a materially adverse environmental condition at any mortgaged property. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Realization Upon Defaulted Mortgage Loans’’, ‘‘RISK FACTORS—Environmental Liability May Affect the Lien on a Mortgaged Property and Expose the Lender to Costs’’ and ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Environmental Considerations’’ in the accompanying prospectus.

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Special Risks Associated with Balloon Loans and Anticipated Repayment Date Loans		All of the mortgage loans provide for scheduled payments of principal and/or interest based on amortization schedules significantly longer than their respective remaining terms to maturity or provide for payments of interest-only until their respective maturity date and, in each case, a balloon payment on their respective maturity date. Twenty-eight (28) of the mortgage loans, representing 6.0% of the mortgage pool (25 mortgage loans in loan group 1 or 6.0% and 3 mortgage loans in loan group 2 or 6.0%), are anticipated repayment date loans, which provide that if the principal balance of the loan is not repaid on a date specified in the related mortgage note, the loan will accrue interest at an increased rate.

		•	A borrower’s ability to make a balloon payment or repay its anticipated repayment date loan on the anticipated repayment date typically will depend upon its ability either to refinance fully the loan or to sell the related mortgaged property at a price sufficient to permit the borrower to make such payment.

		•	Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment on the maturity date or repayment on the anticipated repayment date that would otherwise be distributable on your certificates will likely extend the weighted average life of your certificates.

		•	The ability of a borrower to effect a refinancing or sale will be affected by a number of factors, including (but not limited to) the value of the related mortgaged property, the level of available mortgage rates at the time of sale or refinancing, the borrower’s equity in the mortgaged property, the financial condition and operating history of the borrower and the mortgaged property, rent rolling status, rent control laws with respect to certain residential properties, tax laws, prevailing general and regional economic conditions and the availability of credit for loans secured by multifamily or commercial properties, as the case may be.

		We cannot assure you that each borrower under a balloon loan or an anticipated repayment date loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as applicable. Generally, even fully amortizing mortgage loans which pay interest on an ‘‘actual/360’’ basis but have fixed monthly payments may, in fact, have a small ‘‘balloon payment’’ due at maturity. For additional description of risks associated with balloon loans, see ‘‘RISK FACTORS—Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default’’ in the accompanying prospectus.

		In order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicer to extend and modify mortgage loans that are

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		in material default or as to which a payment default (including the failure to make a balloon payment) is imminent; subject, however, to the limitations described under ‘‘SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments’’ in this prospectus supplement. We cannot provide assurance, however, that any such extension or modification will increase the present value of recoveries in a given case. Any delay in collection of a balloon payment that would otherwise be distributable on your certificates, whether such delay is due to borrower default or to modification of the related mortgage loan, will likely extend the weighted average life of your certificates. See ‘‘YIELD AND MATURITY CONSIDERATIONS’’ in this prospectus supplement and ‘‘YIELD CONSIDERATIONS’’ in the accompanying prospectus.

Adverse Consequences Associated with Borrower Concentration, Borrowers under Common Control and Related Borrowers		Certain borrowers under the mortgage loans included in the trust fund are affiliated or under common control with one another. In such circumstances, any adverse circumstances relating to a borrower or an affiliate thereof and affecting one of the related mortgage loans or mortgaged properties could also affect other mortgage loans or mortgaged properties of the related borrower. In particular, the bankruptcy or insolvency of any such borrower or affiliate could have an adverse effect on the operation of all of the mortgaged properties of that borrower and its affiliates and on the ability of such related mortgaged properties to produce sufficient cash flow to make required payments on the mortgage loans. For example, if a person that owns or directly or indirectly controls several mortgaged properties experiences financial difficulty at one mortgaged property, they could defer maintenance at one or more other mortgaged properties in order to satisfy current expenses with respect to the mortgaged property experiencing financial difficulty, or they could attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting payments for an indefinite period on all the related mortgage loans. In particular, such person experiencing financial difficulty or becoming subject to a bankruptcy proceeding may have an adverse effect on the funds available to make distributions on the certificates and may lead to a downgrade, withdrawal or qualification (if applicable) of the ratings of the certificates.

		Mortgaged properties owned by related borrowers are likely to:

		•	have common management, increasing the risk that financial or other difficulties experienced by the property manager could have a greater impact on the pool of mortgage loans included in the trust fund; and

		•	have common general partners or managing members which would increase the risk that a financial failure or

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			bankruptcy filing would have a greater impact on the pool of mortgage loans included in the trust fund.

		One (1) mortgage loan (loan number 1), represents 11.0% of the mortgage pool (12.7% of loan group 1). For further information with respect to this mortgage loan, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—Significant Obligor’’, ‘‘—Twenty Largest Mortgage Loans’’ and Annex D to this prospectus supplement.

		No group, individual borrower, sponsor or borrower concentration represents more than 12.0% of the mortgage pool (13.8% of loan group 1).

The Geographic Concentration of Mortgaged Properties Subjects the Trust Fund to a Greater Extent to State and Regional Conditions		Except as indicated in the following tables, less than 5.0% of the mortgage loans, by cut-off date pool or loan group balance, are secured by mortgaged properties in any one state.

Mortgaged Properties by Geographic Concentration(1)
State				Number of Mortgaged Properties				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance
CA					22			$	371,690,219				13.0	%
Southern(2)					18				281,639,000				9.8
Northern(2)					4				90,051,219				3.1
FL					15				261,985,979				9.2
TX					12				250,149,000				8.7
IL					6				228,279,079				8.0
NY					4				224,200,000				7.8
PA					5				183,330,000				6.4
NC					11				166,000,264				5.8
GA					14				155,898,641				5.4
OH					16				149,784,056				5.2
Other					68				871,105,190				30.4
Total					173			$	2,862,422,428				100.0	%

		(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount (or specific release prices) as described in the related mortgage loan documents).

		(2)	For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California.

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Loan Group 1 Mortgaged Properties by Geographic Concentration(1)
State				Number of Mortgaged Properties				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Group 1 Balance
CA					18			$	308,390,219				12.5	%
Southern(2)					14				218,339,000				8.8
Northern(2)					4				90,051,219				3.6
FL					15				261,985,979				10.6
IL					6				228,279,079				9.2
NY					3				218,100,000				8.8
PA					5				183,330,000				7.4
TX					7				180,049,000				7.3
OH					16				149,784,056				6.1
Other					68				944,275,761				38.2
Total					138			$	2,474,194,093				100.0	%

		(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount (or specific release prices) as described in the related mortgage loan documents).

		(2)	For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California.

Loan Group 2 Mortgaged Properties by Geographic Concentration(1)
State				Number of Mortgaged Properties				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Group 2 Balance
TX					5			$	70,100,000				18.1	%
CA					4				63,300,000				16.3
Southern(2)					4				63,300,000				16.3
GA					6				57,648,299				14.8
NC					5				43,579,491				11.2
WA					4				35,178,531				9.1
KS					2				27,699,514				7.1
IN					1				26,000,000				6.7
CO					2				23,700,000				6.1
Other					6				41,022,500				10.6
Total					35			$	388,228,335				100.0	%

		(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties or the allocated loan amount (or specific release prices) as described in the related mortgage loan documents).

		(2)	For purposes of determining whether a mortgaged property is located in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in and south of such counties were included in Southern California.

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		The concentration of mortgaged properties in a specific state or region will make the performance of the trust fund as a whole more sensitive to the following in the state or region where the mortgagors and the mortgaged properties are located:

		•	economic conditions;

		•	conditions in the real estate market;

		•	changes in governmental rules and fiscal policies;

		•	acts of God or terrorism (which may result in uninsured losses); and

		•	other factors which are beyond the control of the mortgagors.

		For example, 22 of the mortgage loans (loan numbers 11, 18, 21, 25, 26, 29, 31, 34, 37, 42, 46, 51, 61, 63, 74, 83, 90, 92, 96, 111, 112 and 122), representing 13.0% of the mortgage pool (18 mortgage loans in loan group 1 or 12.5% and 4 mortgage loans in loan group 2 or 16.3%), are secured by mortgaged properties that are located in the state of California. Eighteen (18) of these mortgage loans (loan numbers 18, 21, 26, 29, 31, 34, 37, 42, 46, 51, 61, 63, 90, 92, 96, 111, 112 and 122), representing 9.8% of the mortgage pool (14 mortgage loans in loan group 1 or 8.8% and 4 mortgage loans in loan group 2 or 16.3%), are secured by mortgaged properties that are located in the state of California, and more specifically in southern California. During the past several years, California's economy has benefited from a continued rise in residential home prices, increased investment in technology and software equipment and a strong office leasing market. There can be no assurances, however, that such economic growth will continue. Additionally, rising energy prices, increasing consumer debt and decreasing prices of residential homes could slow the growth of the southern California economy. Further, a weakening of the southern California office leasing market in particular, may adversely affect the related mortgaged properties' operation and could lessen their market value. Conversely, a strong market could lead to increased building and increased competition for tenants. In either case, there could be an adverse effect on the operation of the mortgaged loans and consequently the amount and timing of distributions on the certificates.

Special Risks Associated with High Balance Mortgage Loans		Several of the mortgage loans included in the trust fund, individually or together with other such mortgage loans with which they are cross-collateralized, have principal balances as of the cut-off date that are substantially higher than the average principal balance of the mortgage loans in the trust fund as of the cut-off date.

		In general, concentrations in a mortgage pool of loans with larger-than-average balances can result in losses that are

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		more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were more evenly distributed.

		•	The largest single mortgage loan included in the trust fund as of the cut-off date represents 11.0% of the mortgage pool (12.7% of loan group 1).

		•	The largest group of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represents, in the aggregate, 0.6% of the mortgage pool (0.7% of loan group 1).

		•	The 5 largest mortgage loans or groups of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represent, in the aggregate, 29.8% of the mortgage pool (34.5% of loan group 1).

		•	The 10 largest mortgage loans or groups of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represent, in the aggregate, 41.2% of the mortgage pool (47.6% of loan group 1).

Concentrations of Mortgaged Property Types Subject the Trust Fund to Increased Risk of Decline in Particular Industries		A concentration of mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on a pool of mortgage loans. For example, if there is a decline in tourism, the hotel industry might be adversely affected, leading to increased losses on loans secured by hospitality properties as compared to the mortgage loans secured by other property types.

		In that regard, by allocated loan amount:

		•	mortgage loans included in the trust fund and secured by retail properties represent as of the cut-off date 36.3% of the mortgage pool (42.0% of loan group 1);

		•	mortgage loans included in the trust fund and secured by office properties represent as of the cut-off date 30.7% of the mortgage pool (35.5% of loan group 1);

		•	mortgage loans included in the trust fund and secured by hospitality properties represent as of the cut-off date 14.4% of the mortgage pool (16.7% of loan group 1);

		•	mortgage loans included in the trust fund and secured by multifamily properties represent as of the cut-off date 13.3% of the mortgage pool (98.1% of loan group 2); and

		•	mortgage loans included in the trust fund and secured by industrial and mixed-use facilities represent as of the cut-off date 3.3% of the mortgage pool (3.8% of loan group 1).

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Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses		In light of the September 11, 2001 terrorist attacks in New York City, the Washington, D.C. area and Pennsylvania, the comprehensive general liability and business interruption or rent loss insurance policies required by typical mortgage loans (which are generally subject to periodic renewals during the term of the related mortgage loans) have been affected. To give time for private markets to develop a pricing mechanism and to build capacity to absorb future losses that may occur due to terrorism, on November 26, 2002 the Terrorism Risk Insurance Act of 2002 was enacted, which established the Terrorism Insurance Program. Under the Terrorism Insurance Program, the federal government shares in the risk of loss associated with certain future terrorist acts. See ‘‘RISK FACTORS—Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses’’ in the accompanying prospectus.

		The Terrorism Insurance Program was originally scheduled to expire on December 31, 2005. However, on December 22, 2005, the Terrorism Risk Insurance Extension Act of 2005 was enacted, which extended the duration of the Terrorism Insurance Program until December 31, 2007.

		The Terrorism Insurance Program is administered by the Secretary of the Treasury and, through December 31, 2007, will provide some financial assistance from the United States government to insurers in the event of another terrorist attack that results in an insurance claim. The program applies to United States risks only and to acts that are committed by an individual or individuals acting on behalf of a foreign person or foreign interest as an effort to influence or coerce United States civilians or the United States government.

		In addition, with respect to any act of terrorism occurring after March 31, 2006, no compensation is paid under the Terrorism Insurance Program unless the aggregate industry losses relating to such act of terror exceed $50 million (or, if such insured losses occur in 2007, $100 million). As a result, unless the borrowers obtain separate coverage for events that do not meet that threshold (which coverage may not be required by the respective loan documents and may not otherwise be obtainable), such events would not be covered.

		The Treasury Department has established procedures for the program under which the federal share of compensation equals 90 percent (or, in 2007, 85 percent) of that portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year. The federal share in the aggregate in any program year may not exceed $100 billion (and the insurers will not be liable for any amount that exceeds this cap).

		Through December 2007, insurance carriers are required under the program to provide terrorism coverage in their

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		basic ‘‘all-risk’’ policies. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002 is automatically voided to the extent that it excludes losses that would otherwise be insured losses. Any state approval of such types of exclusions in force on November 26, 2002, is also voided.

		The Terrorism Insurance Program is temporary legislation and there can be no assurance that it will create any long-term changes in the availability and cost of such insurance. Moreover, there can be no assurance that subsequent terrorism insurance legislation will be passed upon its expiration.

		No assurance can be given that the mortgaged properties will continue to have the benefit of insurance against terrorist acts. In addition, no assurance can be given that the coverage for such acts, if obtained or maintained, will be broad enough to cover the particular act of terrorism that may be committed or that the amount of coverage will be sufficient to repair and restore the mortgaged property or to repay the mortgage loan in full. The insufficiency of insurance coverage in any respect could have a material and adverse affect on an investor’s certificates.

		Pursuant to the terms of the pooling and servicing agreement, the master servicer or the special servicer may not be required to maintain insurance covering terrorist or similar acts, nor will it be required to call a default under a mortgage loan, if the related borrower fails to maintain such insurance (even if required to do so under the related mortgage loan documents) if the special servicer has determined, in consultation with the controlling class representative, in accordance with the servicing standard that either:

		•	such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the region in which such mortgaged property is located; or

		•	such insurance is not available at any rate.

		In addition, with respect to certain mortgage loans, the mortgagee may have waived the right to require terrorism insurance or may have limited the circumstances under which terrorism insurance is required. Further, such insurance may be required only to the extent it can be obtained for premiums less than or equal to a ‘‘cap’’ amount specified in the related mortgage loan documents, only if it can be purchased at commercially reasonable rates and/or only with a deductible at a certain threshold. For example, with respect to 1 mortgage loan (loan number 83), representing 0.3% of the mortgage pool (0.3% of loan group 1), the related mortgagee has waived the right to require terrorism insurance under the related mortgage loan documents. In addition, with respect to 11 mortgage loans (loan numbers 2, 12, 17, 31,

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		46, 51, 61, 92, 111, 112 and 129), representing 12.7% of the mortgage pool (14.7% of loan group 1), the related mortgage loan documents limit the annual premiums the related borrower must pay and/or the amount of terrorism insurance the related borrower is required to maintain on the related mortgaged property. There can be no assurances that the terrorism insurance maintained at these mortgaged properties, or the other mortgaged properties in the mortgage pool, will be sufficient to offset any potential losses in the event of damages due to a terrorist act.

		In addition, certain of the mortgaged properties may contain pad sites that are ground leased to the tenant. The borrower may not be required to obtain insurance on the related improvements.

		Any losses incurred with respect to mortgage loans included in the trust fund due to uninsured risks or insufficient hazard insurance proceeds could adversely affect distributions on your certificates.

Additional Debt on Some Mortgage Loans Creates Additional Risks		In general, the borrowers are:

		•	required to satisfy any existing indebtedness encumbering the related mortgaged property as of the closing of the related mortgage loan; and

		•	prohibited from encumbering the related mortgaged property with additional secured debt without the mortgagee’s prior approval.

		Except as provided below, none of the mortgage loans included in the trust fund, other than the mortgage loans with companion loans, are secured by mortgaged properties that secure other loans outside the trust fund, and, except as provided below, none of the related entities with a controlling ownership interest in the borrower may pledge its interest in that borrower as security for mezzanine debt.

		With respect to 1 mortgage loan (loan number 53), representing 0.5% of the mortgage pool (0.6% of loan group 1), the related mortgage loan documents provide that under certain circumstances the related borrower may encumber the related mortgaged property with subordinate debt in the future, subject to the terms of a subordination and standstill agreement to be entered into in favor of the mortgagee and the satisfaction of certain financial conditions.

		With respect to 10 mortgage loans (loan numbers 3, 4, 5, 22, 25, 27, 49, 76, 80 and 87), representing 16.2% of the mortgage pool (6 mortgage loans in loan group 1 or 16.5% and 4 mortgage loans in loan group 2 or 14.6%), the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt subject to the terms of an intercreditor or a subordination and standstill agreement entered into in favor of the

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		mortgagee. With respect to 1 mortgage loan (loan number 91), representing 0.2% of the mortgage pool (0.3% of loan group 1), Wachovia Development Corporation, an affiliate of Wachovia Bank, National Association, owns a 70% preferred interest in the related borrower.

		With respect to 1 mortgage loan (loan number 97), representing 0.2% of the mortgage pool (1.6% of loan group 2), the holder of the related subordinate companion loan has the right to convert the related subordinate loan into a mezzanine loan, See "DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans—Rao's City Views Apartment Building Loan" in this prospectus supplement.

		With respect to 1 mortgage loan (loan number 63), representing 0.4% of the mortgage pool (0.5% of loan group 1), the related borrower has guaranteed the debt of an affiliate, subject to certain conditions as set forth in the related mortgage loan documents. See "RISK FACTORS—The Borrower's Form of Entity May Cause Special Risks" in this prospectus supplement.

		With respect to 1 mortgage loan (loan number 44), representing 0.5% of the mortgage pool (4.0% of loan group 2), the related borrower has encumbered the related mortgaged property with subordinate debt in the amount of $2,371,638 in favor of Wachovia Bank, National Association. See ‘‘RISK FACTORS—Potential Conflicts of Interest’’ in this prospectus supplement.

		With respect to 4 mortgage loans (loan numbers 21, 29, 42 and 50), representing 3.0% of the mortgage pool (2 mortgage loans in loan group 1 or 1.3% and 2 mortgage loans in loan group 2 or 13.7%), the related borrower may incur (i) additional unsecured debt, other than in the ordinary course of business subject to certain conditions as set forth in the related mortgage loan documents and/or (ii) under certain circumstances (which may include satisfaction of debt service coverage ratio and loan-to-value ratio tests) and with the consent of the mortgagee, ownership interests in the related borrowers may be pledged as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement or intercreditor agreement to be entered into in favor of the mortgagee.

		With respect to 15 mortgage loans (loan numbers 1, 4, 8, 13, 16, 17, 22, 25, 28, 45, 46, 51, 76, 81 and 92), representing approximately 25.8% of the mortgage pool (12 mortgage loans in loan group 1 or 27.8% and 3 mortgage loans in loan group 2 or 12.8%), the related mortgage loan documents provide that, under certain circumstances (which may include satisfaction of debt service coverage ratio and loan-to-value ratio tests) and with the consent of the mortgagee, ownership interests in the related borrowers may be pledged as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement or intercreditor

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		agreement to be entered into in favor of the mortgagee. See ‘‘—Additional Debt on Some Mortgage Loans Creates Additional Risks’’ above.

		Secured subordinated debt encumbering any mortgaged property may increase the difficulty of refinancing the related mortgage loan at maturity and the possibility that reduced cash flow could result in deferred maintenance. Also, in the event that the holder of the subordinated debt has filed for bankruptcy or been placed in involuntary receivership, foreclosure by any senior lienholder (including the trust fund) on the mortgaged property could be delayed. In addition, substantially all of the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business or for capital improvements that is not secured by the related mortgaged property which is generally limited to a specified percentage of the outstanding principal balance of the related mortgage loan. Further, certain of the mortgage loans included in the trust fund do not prohibit limited partners or other owners of non-controlling interests in the related borrower from pledging their interests in the borrower as security for mezzanine debt.

		In addition, certain mortgage loans, which may include the mortgage loans previously described in this risk factor, permit the related borrower to incur, or do not prohibit the related borrower from incurring, unsecured debt to an affiliate of, or owner of an interest in, the borrower or to an affiliate of such an owner, subject to certain conditions under the related mortgage loan documents. Further, certain of the mortgage loans permit additional liens on the related mortgaged properties for (1) assessments, taxes or other similar charges or (2) liens which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of the related borrower’s assets. A default by the borrower on such additional indebtedness could impair the borrower’s financial condition and result in the bankruptcy or receivership of the borrower which would cause a delay in the foreclosure by the trust fund on the mortgaged property. It may not be evident that a borrower has incurred any such future subordinate second lien debt until the related mortgage loan otherwise defaults. In cases in which one or more subordinate liens are imposed on a mortgaged property or the borrower incurs other indebtedness, the trust fund is subject to additional risks, including, without limitation, the following:

		•	the risk that the necessary maintenance of the mortgaged property could be deferred to allow the borrower to pay the required debt service on the subordinate financing and that the value of the mortgaged property may fall as a result;

		•	the risk that the borrower may have a greater incentive to repay the subordinate or unsecured indebtedness first;

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		•	the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment upon the maturity of the mortgage loan;

		•	the existence of subordinated debt encumbering any mortgaged property may increase the difficulty of refinancing the related mortgage loan at maturity and the possibility that reduced cash flow could result in deferred maintenance; and

		•	the risk that, in the event that the holder of the subordinated debt has filed for bankruptcy or been placed in involuntary receivership, foreclosing on the mortgaged property could be delayed and the trust fund may be subjected to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.

		See ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Subordinate Financing’’ and ‘‘— Due-on-Sale and Due-on-Encumbrance’’ in the accompanying prospectus and ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Other Financing’’ and ‘‘—Due-on-Sale and Due-on-Encumbrance Provisions’’ in this prospectus supplement.

		Mezzanine debt is debt that is incurred by the owner of equity in one or more borrowers and is secured by a pledge of the equity ownership interests in such borrowers. Because mezzanine debt is secured by the obligor’s equity interest in the related borrowers, such financing effectively reduces the obligor’s economic stake in the related mortgaged property. The existence of mezzanine debt may reduce cash flow on the borrower’s mortgaged property after the payment of debt service and may increase the likelihood that the owner of a borrower will permit the value or income producing potential of a mortgaged property to fall and may create a greater risk that a borrower will default on the mortgage loan secured by a mortgaged property whose value or income is relatively weak.

		Generally, upon a default under mezzanine debt, the holder of such mezzanine debt would be entitled to foreclose upon the equity in the related mortgagor, which has been pledged to secure payment of such mezzanine debt. Although such transfer of equity may not trigger the due on sale clause under the related mortgage loan, it could cause the obligor under such mezzanine debt to file for bankruptcy, which could negatively affect the operation of the related mortgaged property and such borrower’s ability to make payments on the related mortgage loan in a timely manner.

		Additionally, some intercreditor agreements with respect to certain mezzanine debt may give the holder of the mezzanine debt the right to cure certain defaults and, upon a default, to

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		purchase the related mortgage loan for an amount equal to the then current outstanding balance of such mortgage loan. Some intercreditor agreements relating to mezzanine debt may also limit the special servicer’s ability to enter into certain modifications of the mortgage loan without the consent of the related mezzanine lender.

		See ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Due-on-Sale and Due-on-Encumbrance’’ in the accompanying prospectus and ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Other Financing’’ and ‘‘—Due-on-Sale and Due-on-Encumbrance Provisions’’ in this prospectus supplement.

		Eight (8) of the mortgage loans (loan numbers 2, 3, 7, 71, 74, 84, 89 and 97), representing 17.1% of the mortgage pool (4 mortgage loans in loan group 1 or 18.5% and 4 mortgage loans in loan group 2 or 7.9%), have companion loans that are subordinate to the related mortgage loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement. With respect to 2 of these mortgage loans (loan numbers 2 and 3), representing 12.9% of the mortgage pool (15.0% of loan group 1), the related companion loan is held by Wachovia Bank, National Association. See "RISK FACTORS—Potential Conflicts of Interest" in this prospectus supplement.

		The Prime Outlets Pool mortgage loan (loan number 1), representing 11.0% of the mortgage pool (12.7% of loan group 1), has one companion loan that is pari passu in right of entitlement with the Prime Outlets Pool mortgage loan. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement and the description of the Prime Outlets Pool mortgage loan in Annex D to this prospectus supplement.

		Although the assets of the trust fund do not include the companion loans related to the mortgage loans which have companion loans, the related borrower is still obligated to make interest and principal payments on those additional obligations. As a result, the trust fund is subject to additional risks, including:

		•	the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on the subordinate or pari passu obligations and that the value of the mortgaged property may fall as a result; and

		•	the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment on the entire balance of both the loans contained in the loan pair upon the maturity of the mortgage loans.

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		The holder of the pari passu companion loan has certain control, consultation and/or consent rights with respect to the servicing and/or administration of the subject split loan structures. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement.

Bankruptcy Proceedings Entail Certain Risks		Certain of the mortgage loans have a sponsor or sponsors that have previously filed bankruptcy. In each case, the related entity or person has emerged from bankruptcy. However, we cannot assure you that such sponsors will not be more likely than other sponsors to utilize their rights in bankruptcy in the event that any threatened action by the mortgagee to enforce its rights under the related mortgage loan documents. See ‘‘RISK FACTORS—Bankruptcy Proceedings Entail Certain Risks’’ in the accompanying prospectus.

The Borrower’s Form of Entity May Cause Special Risks		Most of the borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally do not have personal assets and creditworthiness at stake. The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the mortgagee to enforce its rights and remedies under the related mortgage.

		Many of the borrowers are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, and therefore may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because such borrowers may be:

		•	operating entities with businesses distinct from the operation of the related mortgaged property with the associated liabilities and risks of operating an ongoing business; or

		•	individuals or entities that have personal liabilities unrelated to the related mortgaged property.

		However, any borrower, even a special purpose entity structured to be bankruptcy remote, as an owner of real estate will be subject to certain potential liabilities and risks. We cannot provide assurances that any borrower will not file for bankruptcy protection or that creditors of a borrower of a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member.

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		Furthermore, with respect to any related borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates. See ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Bankruptcy Laws’’ in the accompanying prospectus.

		With respect to 26 mortgage loans (loan numbers 9, 20, 21, 29, 30, 33, 34, 42, 44, 45, 47, 54, 55, 58, 66, 78, 81, 84, 95, 98, 101, 106, 117, 123, 125 and 127), representing 13.2% of the mortgage pool (14 mortgage loans in loan group 1 or 7.4% and 12 mortgage loans in loan group 2 or 50.5%), the borrowers own the related mortgaged property as tenants-in-common. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ in this prospectus supplement. As a result, the related mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition. Although some of the related borrowers have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction. In addition, enforcement of remedies against tenant-in-common borrowers may be prolonged if the tenant-in-common borrowers become insolvent or bankrupt at different times because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay is reinstated.

Condominium Agreements Entail Certain Risks		Three (3) mortgage loans (loan numbers 60, 75 and 113), representing 0.9% of the mortgage pool (2 mortgage loans in loan group 1 or 0.7% and 1 mortgage loan in loan group 2 or 2.5%), are subject to the terms of one or more condominium agreements. In each case, the related mortgaged property does not represent the entire condominium regime, and as a result the risks associated with this form of property ownership may be greater because the related borrower does not control 100% of the condominium board. In addition, certain of the mortgage loans, subject to the terms and conditions in the related mortgage loan documents, allow or do not prohibit the related mortgaged property to become subject to a condominium regime in the future.

		Due to the nature of condominiums, a default on the part of the related borrower will not allow the mortgagee the same flexibility in realizing on the collateral as is generally available with respect to commercial properties that are not condominiums. The rights of other unit owners, the condominium documents and the state and local laws applicable to condominium units must be considered and respected. Consequently, servicing and realizing upon the collateral could subject the certificateholders to greater delay, expense and risk than a loan secured by a commercial property that is not a condominium.

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Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property		In general, appraisals represent only the analysis and opinion of qualified experts and are not guaranties of present or future value, and may determine a value of a property that is significantly higher than the amount that can be obtained from the sale of a mortgaged property under a distress or liquidation sale. In certain cases, appraisals may reflect ‘‘as-stabilized’’ values reflecting certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. For example, with respect to 6 mortgaged properties securing certain mortgage loans (loan numbers 3, 32, 36, 63, 89 and 96), representing approximately 8.4% of the mortgage pool (5 mortgaged properties in loan group 1 or 9.5% and 1 mortgaged property in loan group 2 or 1.7%), the appraised value represented is the ‘‘as-stabilized’’ value. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ in this prospectus supplement. Information regarding the values of the mortgaged properties at the date of such report is presented under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information’’ in this prospectus supplement for illustrative purposes only. Any engineering reports or site inspections obtained in connection with this offering represent only the analysis of the individual engineers or site inspectors preparing such reports at the time of such report, and may not reveal all necessary or desirable repairs, maintenance or capital improvement items.

The Mortgaged Properties May Not Be in Compliance with Current Zoning Laws		The mortgaged properties securing the mortgage loans included in the trust fund are typically subject to building and zoning ordinances and codes affecting the construction and use of real property. Since the zoning laws applicable to a mortgaged property (including, without limitation, density, use, parking and set-back requirements) are usually subject to change by the applicable regulatory authority at any time, the improvements upon the mortgaged properties may not, currently or in the future, comply fully with all applicable current and future zoning laws. Such changes may limit the ability of the related borrower to rehabilitate, renovate and update the premises, and to rebuild or utilize the premises ‘‘as is’’ in the event of a casualty loss with respect thereto.

		Such limitations may adversely affect the cash flow of the mortgaged property following such loss. Insurance proceeds may not be sufficient to pay off such mortgage loan in full. In addition, if the mortgaged property were to be repaired or restored in conformity with then current law, its value could be less than the remaining balance on the mortgage loan and it may produce less revenue than before such repair or restoration. In many instances, if a mortgage loan is not in compliance with current zoning requirements, the borrower was required to obtain law and ordinance insurance coverage to offset these risks. However, with respect to 3 mortgage loans (loan numbers 56, 71 and 142), representing 0.9% of the

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		mortgage pool (1 mortgage loan in loan group 1 or 0.5% and 2 mortgage loans in loan group 2 or 3.3%), law and ordinance insurance was not obtained.

Certain Mortgaged Properties May be Redeveloped or Renovated		Certain of the mortgaged properties are currently undergoing or are expected to undergo redevelopment or renovation. There can be no assurance that current or planned redevelopment or renovation will be completed, that such redevelopment or renovation will be completed in the time frame contemplated or that, when and if such redevelopment or renovation is completed, it will improve the operations at, or increase the value of, the related mortgaged property. Failure of any of the foregoing to occur could have a material adverse impact on the related mortgage loan, which could affect the ability of the related borrower to repay the related mortgage loan.

		In the event the related borrower fails to pay the costs of work completed or material delivered in connection with such ongoing redevelopment or renovation, the portion of the mortgaged property on which there are renovations may be subject to mechanics’ or materialmen’s liens that may be senior to the lien on the related mortgage loans.

		The existence of construction or renovation at a mortgaged property may make such mortgaged property less attractive to tenants or their customers or, in the case of hospitality properties may require that a portion of the mortgaged property not be used during that renovation and, accordingly, could have a negative effect on net operating income.

Restrictions on Certain of the Mortgaged Properties May Limit Their Use		Certain of the mortgaged properties securing mortgage loans included in the trust fund which are non-conforming may not be ‘‘legal non-conforming’’ uses. The failure of a mortgaged property to comply with zoning laws or to be a ‘‘legal non-conforming’’ use may adversely affect the market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used.

		In addition, certain of the mortgaged properties are subject to certain use restrictions imposed pursuant to restrictive covenants, governmental requirements, reciprocal easement agreements or operating agreements or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, which especially in a situation where the mortgaged property does not represent the entire condominium building (3 mortgage loans (loan numbers 60, 75 and 113), representing 0.9% of the mortgage pool (2 mortgage loans in loan group 1 or 0.7% and 1 mortgage loan in loan group 2 or 2.5%)), may adversely affect the ability of the related borrower to lease the mortgaged property on

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		favorable terms, thus adversely affecting the related borrower’s ability to fulfill its obligations under the related mortgage loan documents. Such use restrictions include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate certain types of facilities within a prescribed radius. See ‘‘RISK FACTORS—The Mortgage Loans—Condominium Agreements Entail Certain Risks’’ in this prospectus supplement.

		If the special servicer forecloses on behalf of the trust fund or a mortgaged property that is being redeveloped or renovated, the special servicer will only be permitted to arrange for completion of the redevelopment or renovation if at least 10% of the costs of construction were incurred at the time default on the related mortgage loan became imminent.

Compliance With Applicable Laws and Regulations May Result in Losses		A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property securing a mortgage loan included in the trust fund. Examples of these laws and regulations include zoning laws and the Americans with Disabilities Act of 1990, which requires all public accommodations to meet certain federal requirements related to access and use by disabled persons. See ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Americans with Disabilities Act’’ in the accompanying prospectus. The expenditure of such costs or the imposition of injunctive relief, penalties or fines in connection with the borrower’s noncompliance could negatively impact the borrower’s cash flow and, consequently, its ability to pay its mortgage loan.

Limitations on the Benefits of Cross-Collateralized and Cross-Defaulted Properties		Two (2) groups of mortgage loans are groups of mortgage loans that are cross-collateralized and/or cross-defaulted with each of the other mortgage loans in their respective groups, as indicated in Annex A-5 to this prospectus supplement.

		Certain of the mortgage loans referred to in the prior paragraph may entitle the related borrower(s) to obtain a release of one or more of the corresponding mortgaged properties and/or a termination of any applicable cross-collateralization and cross-default provisions, subject, in each case, to the fulfillment of one or more of the following conditions—

		•	the satisfaction of certain criteria set forth in the related mortgage loan documents;

		•	the satisfaction of certain leasing goals or other performance tests;

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		•	the satisfaction of debt service coverage and/or loan-to-value tests for the property or properties that will remain as collateral; and/or

		•	receipt by the mortgagee of confirmation from each applicable rating agency that the action will not result in a qualification, downgrade or withdrawal of any of the then-current ratings of the offered certificates.

		In addition, some mortgage loans are secured by first lien deeds of trust or mortgages, as applicable, on multiple properties securing obligations of one borrower or the joint and several obligations of multiple borrowers. For example, the Prime Outlets Pool mortgage loan (loan number 1), representing 11.0% of the mortgage pool (12.7% of loan group 1), is secured by 10 mortgaged properties located in 8 states. See ‘‘Prime Outlets Pool Loan’’ in Annex D to this prospectus supplement. In addition, the Central Parke Pool mortgage loan (loan number 5), representing 2.9% of the mortgage pool (3.4% of loan group 1), is secured by 11 mortgaged properties each located in the state of Ohio. See ‘‘Central Parke Pool’’ in Annex D to this prospectus supplement. However, some of these mortgage loans permit the release of individual properties from the related mortgage lien through partial defeasance or otherwise. See ‘‘Prime Outlets Pool Loan’’ in Annex D to this prospectus supplement. Furthermore, such arrangements could be challenged as fraudulent conveyances by creditors of any of the related borrowers or by the representative of the bankruptcy estate of any related borrower if one or more of such borrowers becomes a debtor in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, a lien granted by any such borrower could be voided if a court determines that:

		•	such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital or was not able to pay its debts as they matured; and

		•	such borrower did not, when it allowed its mortgaged property to be encumbered by the liens securing the indebtedness represented by the other cross-collateralized loans, receive ‘‘fair consideration’’ or ‘‘reasonably equivalent value’’ for pledging such mortgaged property for the equal benefit of the other related borrowers.

		We cannot provide assurances that a lien granted by a borrower on a cross-collateralized loan to secure the mortgage loan of another borrower, or any payment thereon, would not be avoided as a fraudulent conveyance. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans’’ in this prospectus supplement and Annex A-5 to this prospectus

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		supplement for more information regarding the cross-collateralized loans. No mortgage loan included in the trust fund (other than the mortgage loans with companion loans) is cross-collateralized with a mortgage loan not included in the trust fund.

Substitution of Mortgaged Properties May Lead to Increased Risks		Eighteen (18) mortgage loans (loan numbers 57, 68, 95, 108, 119, 121, 126, 130, 132, 141, 144, 145, 146, 147, 148, 149, 150 and 151), representing 2.5% of the mortgage pool (2.9% of loan group 1), permit the related borrowers the right to substitute mortgaged properties of like kind and quality for the properties currently securing the related mortgage loans. As a result, it is possible that one or more (and possibly all) of the mortgaged properties that secure the mortgage loans may not secure such mortgage loans for their entire term. Any substitution will require mortgagee consent and will have to meet certain conditions, including loan-to-value tests and debt service coverage tests, and, in certain cases, the related borrower will also be required to obtain written confirmation from the rating agencies that any ratings of the certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn and the related borrower will provide an opinion of counsel that the REMIC status of the trust fund will not be adversely impacted by the proposed substitution. Nevertheless, the replacement property may differ from the substituted property with respect to certain characteristics. See Annex D to this prospectus supplement for additional information.

Single Tenants and Concentration of Tenants Subject the Trust Fund to Increased Risk		Thirty-six (36) of the mortgaged properties securing mortgage loans included in the trust fund, representing 9.6% of the mortgage pool (11.1% of loan group 1), are leased wholly to a single tenant or are wholly owner occupied. For example, the mortgaged property securing the Hercules Plaza mortgage loan (loan number 7), representing 2.7% of the mortgage pool (3.1% of loan group 1), is leased entirely to one tenant, Hercules Incorporated. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ and Annex D to this prospectus supplement. In addition, the mortgaged property securing the Quantum Buildings A/B mortgage loan (loan number 22), representing 1.0% of the mortgage pool (1.1% of loan group 1), is leased entirely to one tenant, Quantum Corp. Certain other of the mortgaged properties are leased in large part to a single tenant or are in large part owner occupied.

		Any default by a major tenant could adversely affect the related borrower’s ability to make payments on the related mortgage loan. We cannot provide assurances that any major tenant will continue to perform its obligations under its lease (or, in the case of an owner-occupied mortgaged property, under the related mortgage loan documents).

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		With respect to certain of the mortgage loans, the related borrower has given to certain tenants or franchisors, with respect to hospitality properties, and ground lessors, with respect to leasehold mortgage loans, a right of first refusal in the event a sale is contemplated or an option to purchase all or a portion of the mortgaged property and this provision, if not waived, may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure proceeds.

		In addition, certain of the mortgaged properties that are leased to single tenants or a major tenant may have leases that terminate or grant the tenant early termination rights prior to the maturity date of the related mortgage loan. Mortgaged properties leased to a single tenant, or a small number of tenants, are more likely to experience interruptions of cash flow if a tenant fails to renew its lease because there may be less or no rental income until new tenants are found, and it may be necessary to expend substantial amounts of capital to make the space acceptable to new tenants.

		In addition, certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have certain rights to cancel their leases or reduce the rent payable with respect to such leases at any time for, among other things, lack of appropriations. For example, with respect to 1 mortgage loan (loan number 4), representing approximately 3.0% of the mortgage pool (3.4% of loan group 1), approximately 16.7% of the net rentable area of the mortgaged property is leased to the Internal Revenue Service, a bureau of the United States Department of the Treasury. With respect to 1 mortgage loan (loan number 14), representing approximately 1.5% of the mortgage pool (1.8% of loan group 1), a material portion of the rentable area at the related mortgaged property is occupied by U.S. government agencies. In addition, with respect to 1 mortgage loan (loan number 107), representing 0.2% of the mortgage pool (1.3% of loan group 2), the related mortgaged property is 100% master-leased to the Commonwealth of Virginia.

		Retail and office properties also may be adversely affected if there is a concentration of particular tenants among the mortgaged properties or of tenants in a particular business or industry. For example, with respect to 5 mortgaged properties securing 3 mortgage loans (loan numbers 68, 118 and 126), representing 0.7% of the mortgage pool (0.8% of loan group 1), the single tenant is Walgreens. For further information regarding certain significant tenants at the mortgaged properties, see Annex A-4 to this prospectus supplement.

The Failure of a Tenant Will Have a Negative Impact on Single Tenant and Tenant Concentration Properties		The bankruptcy or insolvency of a major tenant or sole tenant, or a number of smaller tenants, in retail, industrial and office properties may adversely affect the income

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		produced by a mortgaged property. Under the Bankruptcy Code, a tenant has the option of assuming or rejecting any unexpired lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would be a general unsecured claim against the tenant (absent collateral securing the claim) and the amounts the landlord could claim would be limited.

		For example, with respect to 1 mortgage loan, the Prime Outlets Pool mortgage loan (loan number 1), representing 11.0% of the mortgage pool (12.7% of loan group 1), certain of the tenants at certain of the mortgaged properties (including Petite Sophisticate and Casual Corner) are subject to bankruptcy proceedings. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Significant Obligor’’, "—Twenty Largest Mortgage Loans" and Annex D to this prospectus supplement.

Litigation May Have Adverse Effect on Borrowers		From time to time, there may be legal proceedings pending, threatened or ongoing against the borrowers, managers, sponsors and their respective affiliates relating to the business of, or arising out of the ordinary course of business of, the borrowers, managers, sponsors and their respective affiliates, and certain of the borrowers, managers, sponsors and their respective affiliates are subject to legal proceedings relating to the business of, or arising out of the ordinary course of business of, the borrowers, managers, sponsors or their respective affiliates. In addition, certain borrowers, managers and their respective affiliates may be or have been subject to investigation, civil penalty, criminal penalty or enforcement. It is possible that such proceedings may have a material adverse effect on any borrower’s ability to meet its obligations under the related mortgage loan and, thus, on distributions on your certificates.

		With respect to 3 mortgage loans (loan numbers 33, 54 and 68), representing 1.6% of the mortgage pool (1 mortgage loan in loan group 1 or 0.4% and 2 mortgage loans in loan group 2 or 9.0%), Triple Net Properties, LLC or G REIT, Inc., a public company affiliated with Triple Net Properties, LLC, is the sponsor of the related borrowers and an affiliate of the property managers. Triple Net Properties, LLC has advised the related mortgage loan seller that the SEC commenced an investigation regarding certain of its activities. In its filings with the SEC, G REIT, Inc., indicated that the SEC requested information relating to disclosure in securities offerings and exemptions from the registration requirements of the Securities Act of 1933, as amended, for the private offerings in which Triple Net Properties, LLC and its affiliated entities were involved and exemptions from the registration requirements of the Securities Exchange Act of 1934, as amended, for several entities. In a recent filing with the SEC, G REIT, Inc. indicated that the information disclosed in connection with these securities offerings relating to the prior performance of all public and non-public investment programs

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		sponsored by Triple Net Properties, LLC contained certain errors. G REIT, Inc. reported that these errors included the following: (i) the prior performance tables included in the offering documents were stated to be presented on a GAAP basis but generally were not, (ii) a number of the prior performance data figures were themselves erroneous, even as presented on a tax or cash basis and (iii) with respect to certain programs sponsored by Triple Net Properties, LLC, where Triple Net Properties, LLC invested either alongside or in other programs sponsored by Triple Net Properties, LLC, the nature and results of these investments were not fully and accurately disclosed in the tables, resulting in an overstatement of Triple Net Properties, LLC’s program and aggregate portfolio operating results. We cannot assure you that G REIT, Inc. or Triple Net Properties, LLC will be able to adequately address these disclosure issues or that these investigations will not result in fines, penalties or administrative remedies or otherwise have an adverse effect on the performance, operations or financial condition of G REIT, Inc. or Triple Net Properties, LLC. In addition, we cannot assure you that if litigation were to commence or security holders were to assert claims related to the foregoing, it would not have a material adverse effect on your certificates.

		In addition, with respect to 1 mortgage loan (loan number 3), representing 6.1% of the mortgage pool (7.1% of loan group 1), Joseph Chetrit, a sponsor of the related borrower, plead guilty in 1990 to the felony of entry of goods by false statements (pursuant to Title 18 of the United States Code, Sections 542 and 2) in connection with importing fabric into the United States.

The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of Our Other Trusts		While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related mortgage loan. Each income-producing real property represents a separate and distinct business venture; and, as a result, each of the multifamily and commercial mortgage loans included in one of the depositor’s trusts requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide,

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		national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions. Accordingly, investors should evaluate the mortgage loans underlying the offered certificates independently from the performance of mortgage loans underlying any other series of offered certificates.

		As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within each pool, this prospectus supplement does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsor of assets of the type to be securitized (known as ‘‘static pool data’’). Because of the highly heterogeneous nature of the assets in commercial mortgage backed securities transactions, static pool data for prior securitized pools, even those involving the same asset types (e.g., hotels or office buildings), may be misleading, since the economics of the mortgaged properties and terms of the mortgage loans may be materially different. In particular, static pool data showing a low level of delinquencies and defaults would not be indicative of the performance of this pool or any other pool of mortgage loans originated by the same sponsor or sponsors. Therefore, investors should evaluate this offering on the basis of the information set forth in this prospectus supplement with respect to these mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

The Status of a Ground Lease May Be Uncertain in a Bankruptcy Proceeding		Thirteen (13) mortgaged properties, representing 8.5% of the mortgage pool (9.8% of loan group 1) by allocated loan amount, are secured in whole or in part by leasehold interests. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. One of these risks is that if the related leasehold interest were to be terminated upon a lease default, the mortgagee would lose its security in the loan. Generally, each related ground lease requires the lessor thereunder to give the mortgagee notice of the borrower’s defaults under the ground lease and an opportunity to cure them, permits the leasehold interest to be assigned to the mortgagee or a purchaser at a foreclosure sale (in some cases only upon the consent of the lessor) and contains certain other protective provisions typically included in a ‘‘mortgageable’’ ground lease. In addition, pursuant to Section 365(h) of the Bankruptcy Code, ground lessees in possession under a ground lease that has commenced have the right to continue in a ground lease even though the representative of their bankrupt ground lessor rejects the

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		lease. The leasehold mortgages generally provide that the borrower may not elect to treat the ground lease as terminated on account of any such rejection by the ground lessor without the prior approval of the holder of the mortgage note or otherwise prohibit the borrower from terminating the ground lease. In a bankruptcy of a ground lessee/borrower, the ground lessee/borrower under the protection of the Bankruptcy Code has the right to assume (continue) or reject (breach and/or terminate) any or all of its ground leases. If the ground lessor and the ground lessee/borrower are concurrently involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt ground lessee/borrower’s right to continue in a ground lease rejected by a bankrupt ground lessor. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained therein or in the related mortgage. Further, in a recent decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under Section 363(f) of the Bankruptcy Code (11 U.S.C. Section 363(f)) upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to Section 363(e) of the Bankruptcy Code (11 U.S.C. Section 363(e)), a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a ‘‘free and clear’’ sale under Section 363(f) of the Bankruptcy Code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of Section 363(f)(1)-(4) of the Bankruptcy Code otherwise permits the sale), we cannot provide assurances that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot provide assurances that, in the event of a statutory sale of leased property pursuant to Section 363(f) of the Bankruptcy Code, the lessee will be able to maintain possession of the property under the ground lease. In addition, we cannot provide assurances that the lessee and/or the mortgagee will be able to recuperate the full value of the leasehold interest in bankruptcy court.

		In addition, certain of the mortgaged properties securing the mortgage loans are subject to operating leases. The operating lessee then sublets space in the mortgaged property to

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		sub-tenants. Therefore, the cash flow from the rented mortgaged property will be subject to the bankruptcy risks with respect to the operating lessee.

Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan		Each mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by such mortgage loan seller to us. Neither we nor any of our affiliates (except, in certain circumstances, for Wachovia Bank, National Association in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a breach of any mortgage loan seller’s representations and warranties or any document defects, if such mortgage loan seller defaults on its obligation to do so. We cannot provide assurances that the mortgage loan sellers will have the financial ability to effect such repurchases or substitutions.

		In addition, one or more of the mortgage loan sellers may have acquired a portion of the mortgage loans included in the trust fund in one or more secondary market purchases. Such purchases may be challenged as fraudulent conveyances. Such a challenge, if successful, may have a negative impact on the distributions on your certificates. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ and ‘‘—Representations and Warranties; Repurchases and Substitutions’’ in this prospectus supplement and ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Representations and Warranties; Repurchases’’ in the accompanying prospectus.

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DESCRIPTION OF THE MORTGAGE POOL 

General

The pool of mortgage loans included in the Trust Fund (the ‘‘Mortgage Pool’’) is expected to consist of 152 fixed rate mortgage loans (the ‘‘Mortgage Loans’’), with an aggregate principal balance (the ‘‘Cut-Off Date Pool Balance’’) of $2,862,422,428. The ‘‘Cut-Off Date’’ for (i) 136 of the Mortgage Loans is May 11, 2006, (ii) 11 of the Mortgage Loans is May 1, 2006, (iii) 4 of the Mortgage Loans is May 5, 2006 and (iv) 1 of the Mortgage Loans is May 6, 2006. The ‘‘Cut-Off Date Balance’’ of each Mortgage Loan will equal the unpaid principal balance thereof as of the related Cut-Off Date, after reduction for all payments of principal due on or before such date, whether or not received. The Mortgage Pool will be deemed to consist of 2 loan groups (‘‘Loan Group 1’’ and ‘‘Loan Group 2’’ and, together, the ‘‘Loan Groups’’). Loan Group 1 will consist of (i) all of the Mortgage Loans that are not secured by multifamily or mobile home park properties and (ii) 1 Mortgage Loan that is secured by a mobile home park property. Loan Group 1 is expected to consist of 117 Mortgage Loans, with an aggregate Cut-Off Date Balance of $2,474,194,093 (the ‘‘Cut-Off Date Group 1 Balance’’). Loan Group 2 will consist of 35 Mortgage Loans that are secured by multifamily and mobile home park properties, with an aggregate Cut-Off Date Balance of $388,228,335 (the ‘‘Cut-Off Date Group 2 Balance’’ and, together with the Cut-Off Date Group 1 Balance, the ‘‘Cut-Off Date Group Balances’’). Annex A-1 to this prospectus supplement sets forth the Loan Group designation with respect to each Mortgage Loan. The Cut-Off Date Balances of all of the Mortgage Loans in the Mortgage Pool range from $916,895 to $315,340,000. The Mortgage Loans in the Mortgage Pool have an average Cut-Off Date Balance of $18,831,726. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 1 range from $916,895 to $315,340,000. The Mortgage Loans in Loan Group 1 have an average Cut-Off Date Balance of $21,146,958. The Cut-Off Date Balances of the Mortgage Loans in Loan Group 2 range from $2,517,448 to $28,400,000. The Mortgage Loans in Loan Group 2 have an average Cut-Off Date Balance of $11,092,238. References to percentages of Mortgaged Properties referred to in this prospectus supplement without further description are references to the percentages of the Cut-Off Date Pool Balance represented by the aggregate Cut-Off Date Balance of the related Mortgage Loans and references to percentages of Mortgage Loans in a particular Loan Group without further description are references to the related Cut-Off Date Group Balance. The descriptions in this prospectus supplement of the Mortgage Loans and the Mortgaged Properties are based upon the pool of Mortgage Loans as it is expected to be constituted as of the close of business on the Closing Date, assuming that (1) all scheduled principal and/or interest payments due on or before the Cut-Off Date will be made, and (2) there will be no principal prepayments on or before the Cut-Off Date.

All percentages of the Mortgage Loans or any specified group of Mortgage Loans referred to in this prospectus supplement are approximate percentages. All numerical and statistical information presented in this prospectus supplement (including Cut-Off Date Balances, loan balances per square foot/room/unit/pad/bed, loan-to-value ratios and debt service coverage ratios) with respect to the Co-Lender Loans are calculated without regard to the related Subordinate Companion Loans, if any; provided that, with respect to the Prime Outlets Pool Loan, numerical and statistical information presented herein with respect to loan balance per square foot, loan-to-value ratios and debt service coverage ratios reflect the Prime Outlets Pool Pari Passu Companion Loan, as well as the Mortgage Loan itself.

All of the Mortgage Loans are evidenced by a promissory note (each a ‘‘Mortgage Note’’) and are secured by a mortgage, deed of trust or other similar security instrument (each, a ‘‘Mortgage’’) that creates a first mortgage lien on a fee simple estate or, with respect to 13 Mortgaged Properties, representing 8.5% of the Cut-Off Date Pool Balance (9.8% of the Cut-Off Date Group 1 Balance) by allocated loan amount on a portion or all of a leasehold estate in an income-producing real property (each, a ‘‘Mortgaged Property’’).

Set forth below are the number of Mortgage Loans, and the approximate percentage of the Cut-Off Date Pool Balance represented by such Mortgage Loans that are secured by Mortgaged Properties operated for each indicated purpose:

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Mortgaged Properties by Property Type⁽¹⁾

Property Type				Number of Mortgaged Properties				Aggregate Cut-Off Date Balance				Percentage of Cut-Off Date Pool Balance				Percentage of Cut-Off Date Group 1 Balance				Percentage of Cut-Off Date Group 2 Balance
Retail					71			$	1,039,479,666				36.3	%			42.0	%			0.0	%
Retail - Anchored					42				617,816,678				21.6				25.0				0.0
Retail - Outlet					11				342,590,000				12.0				13.8				0.0
Retail - Unanchored					14				64,792,295				2.3				2.6				0.0
Retail - Shadow Anchored(2)					4				14,280,693				0.5				0.6				0.0
Office					38				878,984,446				30.7				35.5				0.0
Hospitality					16				412,485,115				14.4				16.7				0.0
Multifamily					33				380,678,820				13.3				0.0				98.1
Industrial					5				48,183,338				1.7				1.9				0.0
Mixed Use					2				45,340,000				1.6				1.8				0.0
Special Purpose					1				21,200,000				0.7				0.9				0.0
Healthcare					2				13,300,000				0.5				0.5				0.0
Mobile Home Park					3				12,135,904				0.4				0.2				1.9
Land					2				10,635,138				0.4				0.4				0.0
Total					173			$	2,862,422,428				100.0	%			100.0	%			100.0	%

(1)

Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for the Mortgage Loans secured by more than one Mortgaged Property is based on allocated loan amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount (or specified release prices) as detailed in the related Mortgage Loan documents).

(2)	A Mortgaged Property is classified as ‘‘shadow anchored’’ if it is located in close proximity to an anchored retail property.

Mortgage Loan Selection Process

All of the Mortgage Loans were selected based on various considerations concerning the Mortgage Pool in an effort to maximize the execution of the Certificates, including the Non-Offered Certificates, and create a diverse Mortgage Pool. Such considerations include, but are not limited to, the property types that serve as collateral for the Mortgage Loans, the principal balance of the Mortgage Loans, the geographic location of such properties, the sponsor of each Mortgage Loan and certain financial characteristics of the Mortgage Loans, such as debt service coverage ratios and loan-to-value ratios. For a description of the types of underlying Mortgage Loans included in the Trust Fund and a description of the material terms of such underlying Mortgage Loans, see ‘‘DESCRIPTION OF THE MORTGAGE POOL’’ in this prospectus supplement.

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Mortgage Loan History

All of the Mortgage Loans will be acquired on the Closing Date by the Depositor from the Mortgage Loan Sellers. Wachovia Bank, National Association (‘‘Wachovia’’), in its capacity as a Mortgage Loan Seller, originated or acquired 141 of the Mortgage Loans to be included in the Trust Fund, representing 97.6% of the Cut-Off Date Pool Balance (109 Mortgage Loans in Loan Group 1 or 97.7% of the Cut-Off Date Group 1 Balance and 32 Mortgage Loans in Loan Group 2 or 96.7% of the Cut-Off Date Group 2 Balance). CWCapital LLC (‘‘CWCapital’’) originated or acquired 11 of the Mortgage Loans to be included in the Trust Fund, representing 2.4% of the Cut-Off Date Pool Balance (8 Mortgage Loans in Loan Group 1 or 2.3% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in Loan Group 2 or 3.3% of the Cut-Off Date Group 2 Balance). None of the Mortgage Loans were 30 days or more delinquent as of the Cut-Off Date, and no Mortgage Loan has been 30 days or more delinquent since its date of origination. A Mortgage Loan is generally considered delinquent if the full contractual payment is not received on the related Due Date, in all instances, taking into account any applicable grace periods.

Certain Terms and Conditions of the Mortgage Loans

Mortgage Rates; Calculations of Interest.    All of the Mortgage Loans bear interest at rates (each a ‘‘Mortgage Rate’’) that will remain fixed for their remaining terms; provided, however, that after the applicable Anticipated Repayment Date, the interest rate on the related ARD Loans will increase as described in this prospectus supplement. See ‘‘—Amortization’’ below. One hundred and forty-three (143) of the Mortgage Loans, representing 96.3% of the Cut-Off Date Pool Balance (108 Mortgage Loans in Loan Group 1 or 95.7% of the Cut-Off Date Group 1 Balance and all of the Mortgage Loans in Loan Group 2), accrue interest on the basis of the actual number of days elapsed over a 360-day year (an ‘‘Actual/360 basis’’). Eight (8) of the Mortgage Loans, representing 3.2% of the Cut-Off Date Pool Balance (3.7% of the Cut-Off Date Group 1 Balance), accrue interest on the basis of a 360-day year consisting of 12 thirty-day months (a ‘‘30/360 basis’’). These Mortgage Loans are sometimes referred to in this prospectus supplement as the ‘‘30/360 Mortgage Loans’’. One (1) Mortgage Loan, representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), accrues interest on the basis of the actual number of days elapsed over the actual number of days in the related calendar year (‘‘Actual/Actual Year-days basis’’). Sixty-eight (68) of the Mortgage Loans, representing 65.7% of the Cut-Off Date Pool Balance (46 Mortgage Loans in Loan Group 1 or 66.5% of the Cut-Off Date Group 1 Balance and 22 Mortgage Loans in Loan Group 2 or 60.7% of the Cut-Off Date Group 2 Balance), have periods during which only interest is due and periods in which principal and interest are due. Thirty-four (34) of the Mortgage Loans, representing 18.2% of the Cut-Off Date Pool Balance (30 Mortgage Loans in Loan Group 1 or 17.3% of the Cut-Off Date Group 1 Balance and 4 Mortgage Loans in Loan Group 2 or 23.9% of the Cut-Off Date Group 2 Balance), are interest-only for their entire term.

Mortgage Loan Payments.    Scheduled payments of principal and/or interest other than Balloon Payments (the ‘‘Periodic Payments’’) on all of the Mortgage Loans are due monthly.

Due Dates.    Generally, the Periodic Payment for each Mortgage Loan is due on the date (each such date, a ‘‘Due Date’’) occurring on the 11^th day of the month (or, in the case of 11 Mortgage Loans, the 1^st day of the month, in the case of 4 Mortgage Loans, the 5^th day of the month and in the case of 1 Mortgage Loan, the 6^th day of the month). No Mortgage Loan has a grace period that extends payment beyond the 11^th day of any calendar month.

Amortization.     All of the Mortgage Loans provide for Periodic Payments based on amortization schedules significantly longer than their respective terms to maturity (the ‘‘Balloon Loans’’), in each case with payments on their respective scheduled maturity dates of principal amounts outstanding (each such amount, together with the corresponding payment of interest, a ‘‘Balloon Payment’’). Thirty-four (34) of these Mortgage Loans, representing 18.2% of the Cut-Off Date Pool Balance (30 Mortgage Loans in Loan Group 1 or 17.3% of the Cut-Off Date Group 1 Balance and 4 Mortgage Loans in Loan Group 2 or 23.9% of the Cut-Off Date Group 2 Balance), provide for interest-only Periodic Payments for the entire term and do not amortize.

Twenty-eight (28) of the Balloon Loans (the ‘‘ARD Loans’’), representing 6.0% of the Cut-Off Date Pool Balance (25 Mortgage Loans in Loan Group 1 or 6.0% of the Cut-Off Date Group 1 Balance and

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3 Mortgage Loans in Loan Group 2 or 6.0% of the Cut-Off Date Group 2 Balance), provide that if the unamortized principal amount thereof is not repaid on a date set forth in the related Mortgage Note (the ‘‘Anticipated Repayment Date’’), the Mortgage Loan will accrue additional interest (the ‘‘Additional Interest’’) at the rate set forth therein and the borrower will be required to apply excess monthly cash flow (the ‘‘Excess Cash Flow’’) generated by the Mortgaged Property (as determined in the related Mortgage Loan documents) to the repayment of principal outstanding on the Mortgage Loan. On or before the Anticipated Repayment Date, the ARD Loans generally require the related borrower to enter into a cash management agreement whereby all Excess Cash Flow will be deposited directly into a lockbox account. Twenty (20) of these ARD Loans, representing 4.1% of the Cut-Off Date Pool Balance (19 Mortgage Loans in Loan Group 1 or 4.1% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 4.0% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only until the related Anticipated Repayment Date and do not provide for any amortization of principal before the related Anticipated Repayment Date. Any amount received in respect of Additional Interest will be distributed to the holders of the Class Z Certificates. Generally, Additional Interest will not be included in the calculations of the Mortgage Rate for a Mortgage Loan, and will only be paid after the outstanding principal balance of the Mortgage Loan together with all interest thereon at the Mortgage Rate has been paid. With respect to such Mortgage Loans, no Prepayment Premiums or Yield Maintenance Charges will be due in connection with any principal prepayment after the Anticipated Repayment Date.

Sixty-eight (68) of the Balloon Loans and ARD Loans, representing 65.7% of the Cut-Off Date Pool Balance (46 Mortgage Loans in Loan Group 1 or 66.5% of the Cut-Off Date Group 1 Balance and 22 Mortgage Loans in Loan Group 2 or 60.7% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only for the first 12 to 84 months in the case of Loan Group 1 and, in the case of Loan Group 2, the first 24 to 60 months of their respective terms followed by payments which amortize a portion of the principal balance of the Mortgage Loans by their related maturity dates or Anticipated Repayment Dates, as applicable, but not the entire principal balance of the Mortgage Loans. Thirty-four (34) of the Balloon Loans and ARD Loans, representing 18.2% of the Cut-Off Date Pool Balance (30 Mortgage Loans in Loan Group 1 or 17.3% of the Cut-Off Date Group 1 Balance and 4 Mortgage Loans in Loan Group 2 or 23.9% of the Cut-Off Date Group 2 Balance), provide for monthly payments of interest only until maturity or ARD and do not provide for any amortization of principal. Eight (8) of the ARD Loans, representing 1.9% of the Cut-Off Date Pool Balance (6 Mortgage Loans in Loan Group 1 or 1.9% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 1.9% of the Cut-Off Date Group 2 Balance), provide for payments throughout their respective terms which amortize a portion of the principal balance by their related Anticipated Repayment Dates, but not the entire principal balance of the Mortgage Loans.

Prepayment Provisions.    As of the Cut-Off Date, all of the Mortgage Loans restrict or prohibit voluntary principal prepayment. In general, all of the Mortgage Loans either (i) prohibit prepayment for most of the term of the Mortgage Loan but permit defeasance after a date specified in the related Mortgage Note for all or most of the remaining term (124 Mortgage Loans or 79.6% of the Cut-Off Date Pool Balance (98 Mortgage Loans in Loan Group 1 or 81.6% of the Cut-Off Date Group 1 Balance and 26 Mortgage Loans in Loan Group 2 or 67.1% of the Cut-Off Date Group 2 Balance)); (ii) prohibit prepayment until a date specified in the related Mortgage Note and then impose a Yield Maintenance Charge for most of the remaining term (15 Mortgage Loans or 7.3% of the Cut-Off Date Pool Balance (10 Mortgage Loans in Loan Group 1 or 6.4% of the Cut-Off Date Group 1 Balance and 5 Mortgage Loans in Loan Group 2 or 13.1% of the Cut-Off Date Group 2 Balance)); (iii) impose a Yield Maintenance Charge for most or all of the remaining term of the Mortgage Loan (8 Mortgage Loans or 6.1% of the Cut-Off Date Pool Balance (4 Mortgage Loans in Loan Group 1 or 4.0% of the Cut-Off Date Group 1 Balance and 4 Mortgage Loans in Loan Group 2 or 19.8% of the Cut-Off Date Group 2 Balance)); (iv) prohibit prepayment until a date specified in the related Mortgage Note, but permit defeasance or impose a Yield Maintenance Charge for most or all of the remaining term (2 Mortgage Loans or 5.2% of the Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 6.0% of the Cut-Off Date Group 1 Balance)); (v) impose a Yield Maintenance Charge for most or all of the remaining term or prohibit prepayment until a date specified in the related Mortgage Note, but permit defeasance after a date specified in the related Mortgage Note for most or all of the remaining term (1 Mortgage Loan

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or 1.4% of the Cut-Off Date Pool Balance (1.6% of the Cut-Off Date Group 1 Balance)); or (vi) prohibit prepayment until a date specified in the related Mortgage Note, then permit defeasance and then impose a prepayment penalty for most or all of the remaining term (2 Mortgage Loans or 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance)); provided that, for purposes of each of the foregoing, ‘‘remaining term’’ refers to either the remaining term to maturity or the Anticipated Repayment Date, as applicable, of the related Mortgage Loan. See ‘‘—Additional Mortgage Loan Information’’ in this prospectus supplement. Prepayment Premiums and Yield Maintenance Charges, if and to the extent collected, will be distributed as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions—Allocation of Prepayment Premiums and Yield Maintenance Charges’’ in this prospectus supplement. The Depositor makes no representation as to the enforceability of the provisions of any Mortgage Note requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of the collectibility of any Prepayment Premium or Yield Maintenance Charge.

Certain state laws limit the amounts that a mortgagee may collect from a borrower as an additional charge in connection with the prepayment of a mortgage loan. The Mortgage Loans generally do not require the payment of Prepayment Premiums or Yield Maintenance Charges in connection with a prepayment, in whole or in part, of the related Mortgage Loan as a result of or in connection with a total casualty or condemnation. Furthermore, the enforceability, under the laws of a number of states, of provisions providing for payments comparable to the Prepayment Premiums and/or Yield Maintenance Charges upon an involuntary prepayment is unclear. No assurance can be given that, at the time a Prepayment Premium or Yield Maintenance Charge is required to be made on a Mortgage Loan in connection with an involuntary prepayment, any obligation to pay such Prepayment Premium or Yield Maintenance Charge will be enforceable under applicable state law.

One hundred and twenty-nine (129) of the Mortgage Loans, representing 86.6% of the Cut-Off Date Pool Balance (103 Mortgage Loans in Loan Group 1 or 89.7% of the Cut-Off Date Group 1 Balance and 26 Mortgage Loans in Loan Group 2 or 67.1% of the Cut-Off Date Group 2 Balance), provide that, in general, under certain conditions, the related borrower will have the right, no earlier than two years following the Closing Date, to substitute a pledge of Defeasance Collateral in exchange for a release of the related Mortgaged Property (or a portion thereof) from the lien of the related Mortgage without the prepayment of the Mortgage Loan or the payment of the applicable Prepayment Premium or Yield Maintenance Charge. Mortgage Loans secured by more than one Mortgaged Property (or multiple parcels or buildings constituting one Mortgaged Property) which provide for partial defeasance generally require that, among other things, (i) prior to the release of a related Mortgaged Property (or a portion thereof), a specified percentage (generally between 110% and 125%) of the allocated loan amount for such Mortgaged Property be defeased and (ii) that certain debt service coverage ratios and loan-to-value ratio tests be satisfied with respect to the remaining Mortgaged Properties (or portion thereof) after the defeasance. A Mortgage Loan may be still subject to prepayment during any applicable open period notwithstanding that it has been defeased as described in this prospectus supplement.

In general, ‘‘Defeasance Collateral’’ is required to consist of United States government obligations that provide for payments on or prior, but as close as possible, to all successive Due Dates and the scheduled maturity date (or the Anticipated Repayment Date in the case of the ARD Loans) (provided that in the case of certain Mortgage Loans, such defeasance payments may cease at the beginning of the open prepayment period with respect to such Mortgage Loan, and the final payment on the Defeasance Collateral may be sufficient to fully prepay the Mortgage Loan), with each such payment being equal to or greater than (with any excess to be returned to the borrower (in some cases, after the related Mortgage Loan is paid in full)) the Periodic Payment due on such date or (i) in the case of a Balloon Loan on the scheduled maturity date, the Balloon Payment, or (ii) in the case of an ARD Loan, the principal balance on its Anticipated Repayment Date. The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer to require each borrower that proposes to prepay its Mortgage Loan to pledge Defeasance Collateral in lieu of making a prepayment, to the extent the related Mortgage Loan documents enable the Master Servicer or the Special Servicer, as applicable, to make such requirement, but in each case subject to certain conditions, including that the defeasance would not have an adverse effect on the REMIC status of any of the REMICs (accordingly, no defeasance would be required or permitted prior to the second anniversary of the Closing Date). The cash amount a borrower must expend

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to purchase, or deliver to the Master Servicer in order for the Master Servicer to purchase, such Defeasance Collateral may be in excess of the principal balance of the related Mortgage Loan. There can be no assurances that a court would not interpret such portion of the cash amount that exceeds the principal balance as a form of prepayment consideration and would not take it into account for usury purposes. In some states some forms of prepayment consideration are unenforceable.

With respect to 1 Mortgage Loan (loan number 96), representing 0.2% of the Cut-Off Date Pool Balance (0.2% of the Cut-Off Date Group 1 Balance), an upfront escrow in the amount of $715,000 may be used to pay down the principal balance of the Mortgage Loan in the event that the related Mortgaged Property has not met certain occupancy and financial thresholds within 12 months of the origination date (in which event, the amortization schedule will be recast based on the principal balance of the Mortgage Loan following such prepayment and the monthly debt service payments on the Mortgage Loan will be adjusted). Although the Pooling and Servicing Agreement generally directs the Master Servicer to hold unused escrows as additional collateral for the related Mortgage Loan, the Pooling and Servicing Agreement will not prohibit the Master Servicer from applying this escrow to pay down the principal balance of this Mortgage Loan.

With respect to 1 Mortgage Loan (loan number 122), representing 0.1% of the Cut-Off Date Pool Balance (1.0% of the Cut-Off Date Group 2 Balance), if the borrower fails to achieve a debt service coverage ratio of at least 1.20x by June 1, 2008, the lender is required to use all or a portion of certain escrowed funds in an amount sufficient to pay down the principal balance of the Mortgage Loan, together with a 6.5% Prepayment Premium, so as to achieve a debt service coverage ratio of 1.20x. The borrower is obligated to deliver additional funds to the lender to the extent of any deficiency in the escrowed funds.

See ‘‘YIELD AND MATURITY CONSIDERATIONS—Yield Considerations’’ and the modeling assumptions described in ‘‘YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life’’ in this prospectus supplement.

Generally, neither the Master Servicer nor the Special Servicer is permitted to waive or modify the terms of any Mortgage Loan prohibiting voluntary prepayments during a Lockout Period or requiring the payment of a Prepayment Premium or Yield Maintenance Charge except under the circumstances described in ‘‘SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments’’ in this prospectus supplement.

Other Financing.    With limited exceptions, all of the Mortgage Loans prohibit the related borrower from encumbering the Mortgaged Property with additional secured debt without the mortgagee’s prior consent and, also with limited exceptions, prohibit the entities with a controlling interest in the related borrower from pledging their interests in such borrower as security for mezzanine debt.

With respect to 1 Mortgage Loan (loan number 53), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), the related Mortgage Loan documents provide that under certain circumstances the related borrower may encumber the related Mortgaged Property with subordinate debt in the future.

With respect to 10 Mortgage Loans (loan numbers 3, 4, 5, 22, 25, 27, 49, 76, 80 and 87), representing 16.2% of the Cut-Off Date Pool Balance (6 Mortgage Loans in Loan Group 1 or 16.5% of the Cut-Off Date Group 1 Balance and 4 Mortgage Loans in Loan Group 2 or 14.6% of the Cut-Off Date Group 2 Balance), the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt subject to the terms of an intercreditor or subordination and standstill agreement entered into in favor of the mortgagee. With respect to 2 of these Mortgage Loans (loan numbers 3 and 5), representing 9.0% of the Cut-Off Date Pool Balance (10.4% of the Cut-Off Date Group 1 Balance) Wachovia Bank, National Association is the holder of the related mezzanine loan. See "RISK FACTORS—Potential Conflicts of Interest" in this prospectus supplement. With respect to 1 Mortgage Loan (loan number 91), representing 0.2% of the Cut-Off Date Pool Balance (0.3% of the Cut-Off Date Group 1 Balance), Wachovia Development Corporation, an affiliate of Wachovia Bank, National Association, owns a 70% preferred equity interest in the related borrower. With respect to 1 Mortgage Loan (loan number 97), representing 0.2% of the Cut-Off Date Pool Balance (1.6% of the Cut-Off Date Group 2 Balance), the holder of the Rao's City Views Apartment Building Companion

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Loan has the right to convert the Rao's City Views Apartment Building Companion Loan into a mezzanine loan, subject to certain conditions as set forth in the related Mortgage Loan documents. See "DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans—Rao's City Views Apartment Building Loan" in this prospectus supplement.

With respect to 1 Mortgage Loan (loan number 63), representing 0.4% of the Cut-Off Date Pool Balance (0.5% of the Cut-Off Date Group 1 Balance), the related borrower has guaranteed the debt of an affiliate, as set forth in the related Mortgage Loan documents. See "RISK FACTORS—The Borrower's Form of Entity May Cause Special Risks" in this prospectus supplement.

With respect to 1 Mortgage Loan (loan number 44), representing 0.5% of the Cut-Off Date Pool Balance (4.0% of the Cut-Off Date Group 2 Balance), the related borrower has encumbered the related Mortgaged Property with subordinate debt in the amount of $2,371,638 in favor of Wachovia Bank, National Association. See ‘‘RISK FACTORS—Potential Conflicts of Interest’’ in this prospectus supplement.

With respect to 4 Mortgage Loans (loan numbers 21, 29, 42 and 50), representing 3.0% of the Cut-Off Date Pool Balance (2 Mortgage Loans in Loan Group 1 or 1.3% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 13.7% of the Cut-Off Date Group 2 Balance), the related borrower may incur (i) additional unsecured debt, other than in the ordinary course of business subject to certain conditions as set forth in the related Mortgage Loan documents and/or (ii) under certain circumstances (which may include satisfaction of DSCR and LTV tests) and with the consent of the mortgagee, ownership interests in the related borrowers may be pledged as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement or intercreditor agreement to be entered into in favor of the mortgagee.

With respect to 15 Mortgage Loans (loan numbers 1, 4, 8, 13, 16, 17, 22, 25, 28, 45, 46, 51, 76, 81 and 92), representing 25.8% of the Cut-Off Date Pool Balance (12 Mortgage Loans in Loan Group 1 or 27.8% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in Loan Group 2 or 12.8% of the Cut-Off Date Group 2 Balance), the related Mortgage Loan documents provide that, under certain circumstances (which may include satisfaction of DSCR and LTV tests) and with the consent of the mortgagee, ownership interests in the related borrowers may be pledged as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement or intercreditor agreement to be entered into in favor of the mortgagee. See ‘‘RISK FACTORS—The Mortgage Loans—Additional Debt on Some Mortgage Loans Creates Additional Risks’’ in this prospectus supplement.

Further, certain of the Mortgage Loans included in the Trust Fund do not prohibit limited partners or other owners of non-controlling interests in the related borrower from pledging their interests in the borrower as security for mezzanine debt. See ‘‘RISK FACTORS—The Mortgage Loans—Additional Debt on Some Mortgage Loans Creates Additional Risks’’ in this prospectus supplement.

In addition, with respect to the Co-Lender Loans, the related Mortgaged Property also secures one or more Companion Loans. See ‘‘—Co-Lender Loans’’ in this prospectus supplement.

Nonrecourse Obligations.    The Mortgage Loans are generally nonrecourse obligations of the related borrowers and, upon any such borrower’s default in the payment of any amount due under the related Mortgage Loan, the holder thereof may look only to the related Mortgaged Property for satisfaction of the borrower’s obligations. In addition, in those cases where recourse to a borrower or guarantor is purportedly permitted, the Depositor has not undertaken an evaluation of the financial condition of any such person, and prospective investors should therefore consider all of the Mortgage Loans to be nonrecourse.

Due-On-Sale and Due-On-Encumbrance Provisions.    Substantially all of the Mortgages contain ‘‘due-on-sale’’ and ‘‘due-on-encumbrance’’ clauses that, in general, permit the holder of the Mortgage to accelerate the maturity of the related Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property or prohibit the borrower from doing so without the consent of the holder of the Mortgage. However, certain of the Mortgage Loans may permit one or more transfers of the related Mortgaged Property or the transfer of a controlling interest in the related borrower to pre-approved transferees or pursuant to pre-approved conditions without the approval of the mortgagee,

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and certain Mortgage Loans may not prohibit transfers of limited partnership interests or non-managing member interests in the related borrowers. For example, the terms of 26 Mortgage Loans (loan numbers 9, 20, 21, 29, 30, 33, 34, 42, 44, 45, 47, 54, 55, 58, 66, 78, 81, 84, 95, 98, 101, 106, 117, 123, 125 and 127), representing 13.2% of the Cut-Off Date Pool Balance (14 Mortgage Loans in Loan Group 1 or 7.4% of the Cut-Off Date Group 1 Balance and 12 Mortgage Loans in Loan Group 2 or 50.5% of the Cut-Off Date Group 2 Balance), permit the borrowers to transfer tenant-in-common interests to certain transferees as specified in the related Mortgage Loan documents, or to investors that qualify as ‘‘accredited investors’’ under the Securities Act. As provided in, and subject to, the Pooling and Servicing Agreement, the Master Servicer or the Special Servicer will determine, in a manner consistent with the servicing standard described under ‘‘SERVICING OF THE MORTGAGE LOANS—General’’ in this prospectus supplement, whether to exercise any right the mortgagee may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property.

Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans.    Two (2) groups of Mortgage Loans are groups of Mortgage Loans that are cross-collateralized and/or cross-defaulted with each of the other Mortgage Loans in their respective groups, as indicated in Annex A-5 to this prospectus supplement. As of the Closing Date, no Mortgage Loan, except the Co-Lender Loans, will be cross-collateralized or cross-defaulted with any loan that is not included in the Mortgage Pool. See ‘‘RISK FACTORS—Limitations on the Benefits of Cross-Collateralized and Cross-Defaulted Properties.’’ The Master Servicer or the Special Servicer, as the case may be, will determine whether to enforce the cross-default and cross-collateralization rights upon a mortgage loan default with respect to any of these Mortgage Loans. The Certificateholders will not have any right to participate in or control any such determination. No other Mortgage Loans are subject to cross-collateralization or cross-default provisions.

In addition, 3 Mortgage Loans (loan numbers 1, 5 and 68), representing in the aggregate 14.3% of the Cut-Off Date Pool Balance (16.6% of the Cut-Off Date Group 1 Balance), are secured by first lien deeds of trust or mortgages, as applicable, on multiple properties securing obligations of one borrower or the joint and several obligations of multiple borrowers.

Partial Releases.    Certain of the Mortgage Loans permit a partial release of a portion of the related Mortgaged Property not material to the underwriting of the Mortgage Loan at the time of origination, without any prepayment or defeasance of the Mortgage Loan.

With respect to 6 Mortgage Loans (loan numbers 1.05, 6, 71, 98, 105 and 123), representing, by allocated loan amount, 4.9% of the Cut-Off Date Pool Balance (5 Mortgage Loans in Loan Group 1 or 5.3% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 2.6% of the Cut-Off Date Group 2 Balance), the related Mortgage Loan documents permit the release of a parcel without the payment of a release price provided that, among other things, certain financial conditions are met.

Substitutions.    Certain of the Mortgage Loans permit the related borrowers to substitute Mortgaged Properties of like kind and quality for the properties securing the related Mortgage Loans, upon mortgagee consent and subject to certain conditions, including loan-to-value tests and debt service coverage tests, and, in certain cases, the related Mortgage Loan documents also provide for the delivery of an opinion of counsel that the proposed substitution will not adversely affect the REMIC status of the Trust Fund and written confirmation from the Rating Agencies that any ratings of the Certificates will not, as a result of the proposed substitution, be downgraded, qualified or withdrawn. See ‘‘RISK FACTORS—The Mortgage Loans—Substitution of Mortgaged Properties May Lead to Increased Risks’’ in this prospectus supplement.

Certain State Specific Considerations

Twenty-two (22) of the Mortgaged Properties, representing 13.0% of the Cut-Off Date Pool Balance (18 Mortgaged Properties in Loan Group 1 or 12.5% of the Cut-Off Date Group 1 Balance and 4 Mortgaged Properties in Loan Group 2 or 16.3% of the Cut-Off Date Group 2 Balance), are located in California. Mortgage loans in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non-judicial trustee’s sale under a

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specific provision in the deed of trust or by judicial foreclosure. Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor in interest may, for a period of up to one year, redeem the property. California’s "one action rule’’ requires the mortgagee to exhaust the security afforded under the deed of trust by foreclosure in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property. California case law has held that acts such as an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the related mortgage loan. Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrower following a foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness. Further, under California law, once a property has been sold pursuant to a power of sale clause contained in a deed of trust, the mortgagee is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors. California statutory provisions regarding assignments of rents and leases require that a mortgagee whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the mortgagee’s right to have a receiver appointed under certain circumstances.

Assessments of Property Condition

Property Inspections.    Generally, the Mortgaged Properties were inspected by or on behalf of the Mortgage Loan Sellers in connection with the origination or acquisition of the related Mortgage Loans to assess their general condition. No inspection revealed any patent structural deficiency or any deferred maintenance considered material and adverse to the value of the Mortgaged Property as security for the related Mortgage Loan, except in such cases where adequate reserves have been established.

Appraisals.    All of the Mortgaged Properties were appraised by a state-certified appraiser or an appraiser belonging to the Appraisal Institute in accordance with the Federal Institutions Reform, Recovery and Enforcement Act of 1989. The primary purpose of each appraisal was to provide an opinion as to the market value of the related Mortgaged Property. There can be no assurance that another appraiser would have arrived at the same opinion of market value. In addition, with respect to 6 Mortgage Loans (loan numbers 3, 32, 36, 63, 89 and 96), representing 8.4% of the Cut-Off Date Pool Balance (5 Mortgage Loans in Loan Group 1 or 9.5% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 1.7% of the Cut-Off Date Group 2 Balance), the appraised value represented is the ‘‘as-stabilized’’ value. See also ‘‘RISK FACTORS—The Mortgage Loans—Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property’’ and "DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information" in this prospectus supplement.

Environmental Assessments.    A ‘‘Phase I’’ environmental site assessment was performed by independent environmental consultants with respect to each Mortgaged Property in connection with the origination of the related Mortgage Loans. ‘‘Phase I’’ environmental site assessments generally do not include environmental testing. In certain cases, environmental testing, including in some cases a ‘‘Phase II’’ environmental site assessment as recommended by such ‘‘Phase I’’ assessment, was performed. Generally, in each case where environmental assessments recommended corrective action, the originator of the Mortgage Loan determined that the necessary corrective action had been undertaken in a satisfactory manner. was being undertaken in a satisfactory manner or that such corrective action would be adequately addressed post-closing. In some instances. the originator required that reserves be established to cover the estimated cost of such remediation or an environmental insurance policy was obtained from a third-party. See also ‘‘RISK FACTORS—The Mortgage Loans—Environmental Laws May Adversely Affect the Value of and Cash Flow from a Mortgaged Property’’ in this prospectus supplement.

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Engineering Assessments.    In connection with the origination of all of the Mortgage Loans, other than loan number 137, a licensed engineer or architect inspected the related Mortgaged Property to assess the condition of the structure, exterior walls, roofing, interior structure and mechanical and electrical systems. The resulting reports indicated deferred maintenance items and/or recommended capital improvements on the Mortgaged Properties. Generally, with respect to a majority of Mortgaged Properties, the related borrowers were required to deposit with the mortgagee an amount equal to at least 100% of the licensed engineer’s estimated cost of the recommended repairs, corrections or replacements to assure their completion; provided, however, the mortgagee may waive such required deposits under certain circumstances.

Earthquake Analyses.    An architectural and/or engineering consultant performed an analysis on certain Mortgaged Properties located in areas considered to be an earthquake risk, which includes California, in order to evaluate the structural and seismic condition of the property and to assess, based primarily on statistical information, the maximum probable loss for the property in an earthquake scenario. One such evaluation concluded that in the event of an earthquake, 1 Mortgaged Property (loan number 25), representing, by allocated loan amount, 0.9% of the Cut-Off Date Pool Balance (1.1% of the Cut-Off Date Group 1 Balance), is likely to suffer a probable maximum loss equal to or in excess of 20% of the amount of the estimated replacement cost of the improvements located on the related Mortgaged Property.

Co-Lender Loans

General.

Nine (9) Mortgage Loans (loan number 1, the ‘‘Prime Outlets Pool Loan’’, loan number 2, the ‘‘Marriott—Chicago, IL Loan’’, loan number 3, the "530 Fifth Avenue Loan", loan number 7, the ‘‘Hercules Plaza Loan’’, loan number 71, the ‘‘Brookside West Loan’’, loan number 74, the ‘‘Hilton Garden Inn—Napa, CA Loan’’, loan number 84, ‘‘The Retreat Apartments Loan’’, loan number 89, the ‘‘Weatherly Apartments Loan’’ and loan number 97, the "Rao's City Views Apartment Building Loan" (collectively, the ‘‘Co-Lender Loans’’)), originated or acquired by Wachovia Bank, National Association, are each evidenced by one of two notes each secured by a mortgage and an assignment of leases and rents. In addition to the Co-Lender Loans, certain other mortgage loans have additional debt. See ‘‘RISK FACTORS—The Mortgage Loans—Additional Debt on Some Mortgage Loans Creates Additional Risks’’ in this prospectus supplement.

The Prime Outlets Pool Loan is part of a split loan structure, which has 1 companion loan (the ‘‘Prime Outlets Pool Pari Passu Companion Loan’’) that is pari passu in right of entitlement to payment with the Prime Outlets Pool Loan. The Prime Outlets Pool Pari Passu Companion Loan and the Prime Outlets Pool Loan are referred to collectively herein as the ‘‘Prime Outlets Pool Whole Loan’’. The Prime Outlets Pool Loan has a Cut-Off Date Balance of $315,340,000, representing 11.0% of the Cut-Off Date Pool Balance (12.7% of the Cut-Off Date Group 1 Balance). The Prime Outlets Pool Pari Passu Companion Loan will not be included in the Trust Fund. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Significant Obligor’’ and ‘‘Prime Outlets Pool’’ in Annex D to this prospectus supplement.

One (1) Mortgage Loan (loan number 2), which has 1 companion loan (the "Marriott—Chicago, IL Companion Loan"), is part of a split loan structure in which the Marriott—Chicago, IL Companion Loan is subordinate in its right of payment to the Marriott—Chicago, IL Loan.

One (1) Mortgage Loan (loan number 3), which has 1 companion loan (the "530 Fifth Avenue Companion Loan"), is part of a split loan structure in which the 530 Fifth Avenue Companion Loan is subordinate in its right of payment to the 530 Fifth Avenue Loan.

One (1) Mortgage Loan (loan number 7) (the ‘‘Caplease Loan’’) is part of a split loan structure that has 1 companion loan (the ‘‘Caplease Companion Loan’’) that is subordinate in its right of entitlement to payment to the Caplease Loan. Notwithstanding the immediately preceding sentence, the holder of the Caplease Companion Loan has agreed to subordinate its interest in certain respects to the Caplease Loan, subject to its prior right to receive proceeds of a claim for accelerated future rent payments payable upon

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a default under the related lease (a ‘‘Defaulted Lease Claim’’). See ‘‘—Caplease Loan’’ below. Capital Lease Funding, Inc. (‘‘Caplease’’), is the holder of the Caplease Companion Loan, but may elect to sell the Caplease Companion Loan at any time. See ‘‘RISK FACTORS—The Offered Certificates—Potential Conflicts of Interest’’ in this prospectus supplement. In addition, Wachovia Bank, National Association owns an equity interest in Caplease and provides financing to Caplease secured by, among other things, the Caplease Companion Loan.

Four (4) Mortgage Loans (loan numbers 71, 74, 84 and 89) (each, a ‘‘Mezz Cap Loan’’) are each part of split loan structures which, in each case, have 1 companion loan (each, a ‘‘Mezz Cap Companion Loan’’) that is subordinate in its right of entitlement to payment to the related Mezz Cap Loan. See ‘‘—Mezz Cap Loans’’ below.

One (1) Mortgage Loan (loan number 97), which has 1 companion loan (the ‘‘Rao's City Views Apartment Building Companion Loan’’), is part of a split loan structure in which the Rao's City Views Apartment Building Companion Loan is subordinate in its right of payment to the Rao's City Views Apartment Building Loan.

The Prime Outlets Pool Pari Passu Companion Loan, the Marriott—Chicago, IL Companion Loan, the 530 Fifth Avenue Companion Loan, the Caplease Companion Loan, the Mezz Cap Companion Loans and the Rao's City Views Apartment Building Companion Loan are referred to herein as the ‘‘Companion Loans’’. None of the Companion Loans are included in the Trust Fund. The Prime Outlets Pool Pari Passu Companion Loan is referred to herein as the ‘‘Pari Passu Companion Loan’’ and the Prime Outlets Pool Loan is referred to as the ‘‘Pari Passu Loan’’. The Companion Loans, except for the Pari Passu Companion Loan, are collectively referred to herein as the ‘‘Subordinate Companion Loans’’. The Marriott—Chicago, IL Loan, together with the Marriott—Chicago, IL Companion Loan, is referred to herein as the "Marriott—Chicago, IL Whole Loan". The 530 Fifth Avenue Loan, together with the 530 Fifth Avenue Companion Loan, is referred to herein as the "530 Fifth Avenue Whole Loan". The Caplease Loan, together with the Caplease Companion Loan, is referred to herein as the ‘‘Caplease Whole Loan’’. Each Mezz Cap Loan, together with its respective Mezz Cap Companion Loan, is referred to herein as a ‘‘Mezz Cap Whole Loan’’. The Rao's City Views Apartment Building Loan, together with the Rao's City Views Apartment Building Companion Loan, is referred to herein as the "Rao's City Views Apartment Building Whole Loan". The Prime Outlets Pool Whole Loan, the Marriott—Chicago, IL Whole Loan, the 530 Fifth Avenue Whole Loan, the Caplease Whole Loan, the Mezz Cap Whole Loans and the Rao's City Views Apartment Building Whole Loan are referred to in this prospectus supplement individually as a ‘‘Whole Loan’’, and collectively as the ‘‘Whole Loans’’.

The trust fund relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23 transaction (the ‘‘2006-C23 Transaction’’ and the related trust fund, the ‘‘2006-C23 Trust Fund’’) is the holder of the Prime Outlets Pool Pari Passu Companion Loan.

With respect to the Prime Outlets Pool Loan, the terms of the related intercreditor agreement (the ‘‘Prime Outlets Pool Intercreditor Agreement’’), provide that the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan are of equal priority with each other and no portion of any of the loans will have priority or preference over any other.

With respect to the Marriott—Chicago, IL Loan, the terms of the related intercreditor agreement (the ‘‘Marriott—Chicago, IL Intercreditor Agreement’’) provide that the Marriott—Chicago, IL Companion Loan is subordinate in certain respects to the Marriott—Chicago, IL Loan.

With respect to the 530 Fifth Avenue Building Loan, the terms of the related intercreditor agreement (the ‘‘530 Fifth Avenue Intercreditor Agreement’’) provide that the 530 Fifth Avenue Companion Loan is subordinate in certain respects to the 530 Fifth Avenue Loan.

With respect to the Caplease Loan, the terms of the related intercreditor agreement (the ‘‘Caplease Intercreditor Agreement’’) provide that the Caplease Companion Loan is subordinate in certain respects to the Caplease Loan.

With respect to each Mezz Cap Loan, the terms of the related intercreditor agreement (each, a ‘‘Mezz Cap Intercreditor Agreement’’) provide that the related Mezz Cap Companion Loan is subordinate in certain respects to the related Mezz Cap Loan.

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With respect to the Rao's City Views Apartment Building Loan, the terms of the related intercreditor agreement (the "Rao's City Views Apartment Building Intercreditor Agreement") provide that the Rao's City Views Apartment Building Companion Loan is subordinate in certain respects to the Rao's City Views Apartment Building Loan.

The Prime Outlets Pool Intercreditor Agreement, the Marriott—Chicago, IL Intercreditor Agreement, the 530 Fifth Avenue Intercreditor Agreement, the Caplease Intercreditor Agreement, each Mezz Cap Intercreditor Agreement and the Rao's City Views Apartment Building Intercreditor Agreement are individually referred to in this prospectus supplement as an ‘‘Intercreditor Agreement’’, and collectively as the ‘‘Intercreditor Agreements’’.

The following table presents certain information with respect to the Co-Lender Loans:

Mortgage Loan				Cut-Off Date Principal Balance of Mortgage Loan				Cut-Off Date Principal Balance of Senior Component				Cut-Off Date Principal Balance of Whole Loan				Whole Loan Underwritten DSCR				Whole Loan Cut-Off Date LTV
Prime Outlets Pool				$	315,340,000			$	630,680,000			$	630,680,000				1.21x				80.0	%
Marriott—Chicago, IL				$	195,000,000			$	195,000,000			$	220,000,000				1.63x				72.8	%
530 Fifth Avenue				$	175,000,000			$	175,000,000			$	200,000,000				1.30x				63.5	%
Hercules Plaza				$	77,892,043			$	77,892,043			$	97,885,077				1.39x				82.6	%
Brookside West				$	10,280,955			$	10,280,955			$	10,960,868				1.09x				80.6	%
Hilton Garden Inn—Napa, CA				$	9,910,219			$	9,910,219			$	10,655,038				1.24x				71.5	%
The Retreat Apartments				$	7,560,000			$	7,560,000			$	8,032,500				1.20x				85.0	%
Weatherly Apartments				$	6,700,000			$	6,700,000			$	7,035,000				1.10x				82.8	%
Rao's City Views Apartment Building				$	6,100,000			$	6,100,000			$	6,500,000				1.10x				68.4	%

Prime Outlets Pool Loan

Servicing Provisions of the Prime Outlets Pool Intercreditor Agreement.    With respect to the Prime Outlets Pool Loan, the 2006-C23 Master Servicer and the 2006-C23 Special Servicer will administer the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan pursuant to the 2006-C23 Pooling and Servicing Agreement and the Prime Outlets Pool Intercreditor Agreement for so long as such Pari Passu Companion Loan is part of the 2006-C23 Trust Fund. The holder of the Prime Outlets Pool Pari Passu Companion Loan or an advisor on its behalf will generally share all of the rights that the 2006-C23 Controlling Class Representative has with respect to directing the 2006-C23 Master Servicer and/or the 2006-C23 Special Servicer with respect to the servicing of the Prime Outlets Pool Loan. See ‘‘SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative’’ in this prospectus supplement.

Application of Payments.    Pursuant to the Prime Outlets Pool Intercreditor Agreement, all payments, proceeds and other recoveries on or in respect of the Prime Outlets Pool Loan and/or the Prime Outlets Pool Pari Passu Companion Loan (subject, in each case, to the rights of the 2006-C23 Master Servicer, the 2006-C23 Special Servicer, the 2006-C23 Trustee, the Master Servicer, the Special Servicer and the Trustee to payments and reimbursements as set forth in the 2006-C23 Pooling and Servicing Agreement) will be applied to the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan on a pro rata basis according to their respective principal balances.

Marriott—Chicago, IL Loan

Servicing Provisions of the Marriott—Chicago, IL Intercreditor Agreement.    Pursuant to the terms of the Marriott—Chicago, IL Intercreditor Agreement, the Marriott—Chicago, IL Whole Loan will be serviced and administered pursuant to the terms of the Pooling and Servicing Agreement by the Master Servicer and Special Servicer, as applicable, on behalf of the holders of the various notes (as a collective whole). The Marriott—Chicago, IL Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Marriott—Chicago, IL Whole Loan will be allocated first, to the holder of the Marriott—Chicago, IL Companion Loan, and thereafter to the Marriott—Chicago, IL Loan.

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With respect to the Marriott—Chicago, IL Loan, the Master Servicer and Special Servicer will service and administer the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan pursuant to the Pooling and Servicing Agreement and the Marriott—Chicago, IL Intercreditor Agreement for so long as the Marriott—Chicago, IL Loan is part of the Trust Fund. The holder of the Marriott—Chicago, IL Companion Loan will be entitled to advise and direct the Master Servicer and/or Special Servicer with respect to certain matters, including, among other things, foreclosure or material modifications of the Marriott—Chicago, IL Whole Loan at such times as the Marriott—Chicago, IL Companion Loan is not the subject of a Marriott—Chicago, IL Control Appraisal Period (as defined below).

A ‘‘Marriott—Chicago, IL Control Appraisal Period’’ shall be deemed to have occurred if and so long as (a) principal balance of the Marriott—Chicago, IL Companion Loan minus an amount equal to the excess (if any) of (i)(A) the outstanding principal balance of the Marriott—Chicago, IL Whole Loan, plus (B) to the extent not previously advanced by the Master Servicer or the Trustee, all accrued and unpaid interest on the Marriott—Chicago, IL Whole Loan at a per annum rate equal to its mortgage interest rate (exclusive of any default interest), plus (C) all unreimbursed Advances and unpaid interest thereon and any unpaid interest on any principal and interest advances with respect to the Marriott—Chicago, IL Whole Loan, plus (D) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents relating to the Mortgaged Property (less any amounts held in escrow for such items) over (ii) an amount equal to ninety percent (90%) of the value thereof as determined by the most recent appraisal of the Mortgaged Property as required by the Marriott—Chicago, IL Intercreditor Agreement (net of any liens senior to the lien of the Marriott—Chicago, IL Loan), is less than or equal to (b) twenty-five percent (25%) of the principal balance of the Marriott—Chicago, IL Companion Loan.

No advice or direction of the holder of the Marriott—Chicago, IL Companion Loan may require or cause the Master Servicer or the Special Servicer to violate any provision of the Pooling and Servicing Agreement, including the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard. See ‘‘SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative’’ in this prospectus supplement.

In the event of certain defaults under the Marriott—Chicago, IL Whole Loan, the holder of the Marriott—Chicago, IL Companion Loan will be entitled to (i) cure such monetary default within the later of (A) five (5) business days of the giving of the cure notice and (B) the expiration of the mortgagor’s cure period, if any; (ii) cure such non-monetary default within twenty-five (25) days after the later of (Y) the giving by the holder of the Marriott—Chicago, IL Loan of the cure notice and (Z) the expiration of the mortgagor’s cure period, if any; provided, however, if such non-monetary default is susceptible of cure but cannot be reasonably cured within such period above and if curative action was promptly commenced and is being continuously and diligently pursued by the holder of the Marriott—Chicago, IL Companion Loan, such holder of the Marriott—Chicago, IL Companion Loan may be given an additional period of time as is reasonably necessary to cure such non-monetary default, subject to the conditions contained in the Marriott—Chicago, IL Intercreditor Agreement; and/or (iii) purchase the Marriott—Chicago, IL Loan from the Trust Fund after the expiration of the cure period, subject to the conditions contained in the Marriott—Chicago, IL Intercreditor Agreement; provided, further, however, the holder of the Marriott—Chicago, IL Companion Loan may only cure such defaults six (6) times during the life of the Marriott—Chicago, IL Loan and no such cure may exceed three (3) consecutive months. The purchase price will generally equal the unpaid aggregate principal balance of the Marriott—Chicago, IL Loan together with all unpaid interest thereon at the related mortgage interest rate and any unreimbursed servicing expenses, advances and interest on advances for which the borrower under the Marriott—Chicago, IL Loan is responsible and any other Additional Trust Fund Expenses in respect of the Marriott—Chicago, IL Whole Loan actually paid or incurred by the Trust Fund; provided, however, that the purchase price shall not be reduced by any outstanding P&I Advance, include any Prepayment Premium, late payment charge, default interest or exit fees or include any Liquidation Fee or Workout Fee payable to the Special Servicer pursuant to the Pooling and Servicing Agreement but shall include, in the event the purchase price is being calculated in connection with the purchase of REO Property, any and all costs and expenses incurred by the Trust Fund during the time it owned the Mortgaged Property,

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net of all cash receipts from the Mortgaged Property actually received by the Trust Fund during such period, and any and all costs and expenses incurred by the Trust Fund in connection with the transfer of the Mortgaged Property to such purchasing holder, including, without limitation, reasonable attorneys fees and expenses, and any transfer or gains or similar taxes and fees paid in connection with such transfer. No prepayment consideration will be payable in connection with such a purchase of the Marriott—Chicago, IL Whole Loan.

Application of Payments.    Provided no (a) monetary event of default under the related Mortgage Loan documents or (b) non-monetary event of default under the related Mortgage Loan documents with respect to which the Marriott—Chicago, IL Whole Loan becomes a Specially Serviced Mortgage Loan (a ‘‘Marriott—Chicago, IL Special Event of Default’’) has occurred and is continuing (subject to the cure and purchase rights of holder of the Marriott—Chicago, IL Companion Loan under the Marriott—Chicago, IL Intercreditor Agreement), after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the Marriott—Chicago, IL Whole Loan will be paid in the following manner:

First, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to the accrued and unpaid interest due thereon;

Second, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to its pro rata portion (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) of the principal balance of the Marriott—Chicago, IL Whole Loan which is due and payable pursuant to the related Mortgage Loan documents, if any, together with all prepayments, including, without limitation, loss proceeds applied to the repayment of the Marriott—Chicago, IL Whole Loan, in an amount equal to the holder of the Marriott—Chicago, IL’s pro rata portion (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) of the principal balance of the Marriott—Chicago, IL Whole Loan;

Third, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the Marriott—Chicago, IL Loan;

Fourth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to any unreimbursed cure payments and advances made by it or in connection with an additional funding;

Fifth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to the accrued and unpaid interest due thereon;

Sixth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to its pro rata portion (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) of the principal balance of the Marriott—Chicago, IL Whole Loan which is due and payable pursuant to the related Mortgage Loan documents, if any, together with all prepayments, including, without limitation, loss proceeds applied to the repayment of the Marriott—Chicago, IL Whole Loan, in an amount equal to the holder of the Marriott—Chicago, IL Companion Loan’s pro rata portion (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) of the principal balance of the Marriott—Chicago, IL Whole Loan;

Seventh, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the Marriott—Chicago, IL Companion Loan;

Eighth, to the holder of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan, pro rata (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan), in an amount equal to any prepayment premium, to the extent actually paid, allocable to the Marriott—Chicago, IL Whole Loan;

Ninth, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to its pro rata (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) portion of all assumption fees, to the extent actually paid;

Tenth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to its pro rata (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) portion of all assumption fees, to the extent actually paid;

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Eleventh, to the holder of the Marriott—Chicago, IL Loan, in the amount equal to any default interest; provided, however, that any default interest which accrued during any and all periods for which the holder of the Marriott—Chicago, IL Companion Loan made cure payments in accordance with the terms of the Marriott—Chicago, IL Intercreditor Agreement shall be paid to the holder of the Marriott—Chicago, IL Companion Loan;

Twelfth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to any default interest;

Thirteenth, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to its pro rata (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) portion of the late charges accruing under the Marriott—Chicago, IL Whole Loan; provided, however, that all late charges which accrued during any and all periods for which the holder of the Marriott—Chicago, IL Companion Loan made cure payments shall be instead paid to the holder of the Marriott—Chicago, IL Companion Loan;

Fourteenth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to its pro rata (based upon the outstanding principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) portion of the late charges accruing under the Marriott—Chicago, IL Whole Loan;

Fifteenth, to the holders of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan, in that order, any accrued and unpaid interest on realized losses allocated to the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan calculated at the applicable interest rate from the date such realized loss was allocated to such interest through the date such realized loss was reimbursed; and

Sixteenth, any excess, pro rata, to the holders of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan (based upon the principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan, respectively or if such principal balances are zero, based on the initial principal balance of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan, respectively).

Following the occurrence and during the continuance of a Marriott—Chicago, IL Special Event of Default (subject to the cure and purchase rights of holder of the Marriott—Chicago, IL Companion Loan under the Marriott—Chicago, IL Intercreditor Agreement) after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the Marriott—Chicago, IL Whole Loan will be paid in the following manner:

First, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to the accrued and unpaid interest due thereon;

Second, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to the principal balance of the Marriott—Chicago, IL Loan until paid in full;

Third, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the Marriott—Chicago, IL Loan;

Fourth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to any unreimbursed cure payments and advances made by the holder of the Marriott—Chicago, IL Companion Loan;

Fifth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to the accrued and unpaid interest due thereon;

Sixth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to the principal balance of the Marriott—Chicago, IL Companion Loan until paid in full;

Seventh, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the Marriott—Chicago, IL Companion Loan;

Eighth, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to the portion of any prepayment premium, to the extent actually paid, allocable to the holder of the Marriott—Chicago, IL Loan;

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Ninth, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to its pro rata portion (based upon the initial principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) portion of all assumption fees, to the extent actually paid;

Tenth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to its pro rata portion (based upon the initial principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan) portion of all assumption fees, to the extent actually paid;

Eleventh, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to the portion of any prepayment premium, to the extent actually paid, allocable to the Marriott—Chicago, IL Companion Loan;

Twelfth, to the holder of the Marriott—Chicago, IL Loan in an amount equal to any default interest; provided, however, that any default interest which accrued during any and all periods for which the holder of the Marriott—Chicago, IL Companion Loan made cure payments shall be instead paid to the holder of the Marriott—Chicago, IL Companion Loan;

Thirteenth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to any default interest;

Fourteenth, to the holder of the Marriott—Chicago, IL Loan, in an amount equal to its pro rata (based upon the initial principal balances of the Marriott—Chicago, IL Companion Loan and the Marriott—Chicago, IL Loan) portion of the late charges accruing under the Marriott—Chicago, IL Whole Loan, provided, however, that all late charges which accrued during any and all periods for which the holder of the Marriott—Chicago, IL Companion Loan made cure payments shall be paid instead to the holder of the Marriott—Chicago, IL Companion Loan;

Fifteenth, to the holder of the Marriott—Chicago, IL Companion Loan, in an amount equal to its pro rata (based upon the ratio between the initial principal balances of the Marriott—Chicago, IL Companion Loan and the Marriott—Chicago, IL Loan) portion of the late charges accruing under the Marriott—Chicago, IL Whole Loan;

Sixteenth, to the holder of the Marriott—Chicago, IL Loan and the holder of the Marriott—Chicago, IL Companion Loan, in that order, any accrued and unpaid interest on realized losses allocated thereto calculated at the applicable interest rate from the date such realized loss was allocated to the Marriott—Chicago, IL Loan or the Marriott—Chicago, IL Companion Loan, as applicable. through the date such realized loss was reimbursed; and

Seventeenth, any excess, pro rata, to the holders of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan (based upon the initial principal balances of the Marriott—Chicago, IL Loan and the Marriott—Chicago, IL Companion Loan, respectively).

530 Fifth Avenue Loan

Servicing Provisions of the 530 Fifth Avenue Intercreditor Agreement.    Pursuant to the terms of the 530 Fifth Avenue Intercreditor Agreement, the 530 Fifth Avenue Whole Loan will be serviced and administered pursuant to the terms of the Pooling and Servicing Agreement by the Master Servicer and Special Servicer, as applicable, on behalf of the holders of the various notes (as a collective whole). The 530 Fifth Avenue Intercreditor Agreement provides that expenses, losses and shortfalls relating to the 530 Fifth Avenue Whole Loan will be allocated first, to the holder of the 530 Fifth Avenue Companion Loan, and thereafter to the 530 Fifth Avenue Loan.

With respect to the 530 Fifth Avenue Loan, the Master Servicer and Special Servicer will service and administer the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan pursuant to the Pooling and Servicing Agreement and the 530 Fifth Avenue Intercreditor Agreement for so long as the 530 Fifth Avenue Loan is part of the Trust Fund. The holder of the 530 Fifth Avenue Companion Loan will be entitled to advise and direct the Master Servicer and/or Special Servicer with respect to certain matters, including, among other things, foreclosure or material modifications of the 530 Fifth Avenue Whole Loan at such times as the 530 Fifth Avenue Companion Loan is not the subject of a 530 Fifth Avenue Control Appraisal Period (as defined below).

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A ‘‘530 Fifth Avenue Control Appraisal Period’’ shall be deemed to have occurred if and so long as (a) principal balance of the 530 Fifth Avenue Companion Loan minus an amount equal to the excess (if any) of (i)(A) the outstanding principal balance of the 530 Fifth Avenue Whole Loan, plus (B) to the extent not previously advanced by the Master Servicer or the Trustee, all accrued and unpaid interest on the 530 Fifth Avenue Whole Loan at a per annum rate equal to its mortgage interest rate (exclusive of any default interest), plus (C) all unreimbursed Advances and unpaid interest thereon and any unpaid interest on any principal and interest advances with respect to the 530 Fifth Avenue Whole Loan, plus (D) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents relating to the Mortgaged Property (less any amounts held in escrow for such items) over (ii) an amount equal to ninety percent (90%) of the value thereof as determined by the most recent appraisal of the Mortgaged Property as required by the 530 Fifth Avenue Intercreditor Agreement (net of any liens senior to the lien of the 530 Fifth Avenue Loan), is less than or equal to (b) twenty-five percent (25%) of the principal balance of the 530 Fifth Avenue Companion Loan.

No advice or direction of the holder of the 530 Fifth Avenue Companion Loan may require or cause the Master Servicer or the Special Servicer to violate any provision of the Pooling and Servicing Agreement, including the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard. See ‘‘SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative’’ in this prospectus supplement.

In the event of certain defaults under the 530 Fifth Avenue Whole Loan, the holder of the 530 Fifth Avenue Companion Loan will be entitled to (i) cure such monetary default within five (5) business days of receipt of the cure notice; (ii) cure such non-monetary default within thirty (30) days of receipt of the cure notice; and/or (iii) purchase the 530 Fifth Avenue Loan from the Trust Fund after the expiration of the cure period, subject to the conditions contained in the 530 Fifth Avenue Intercreditor Agreement; provided, further, however, the holder of the 530 Fifth Avenue Companion Loan may only cure such defaults six (6) times during the life of the 530 Fifth Avenue Loan and no such cure may exceed four (4) consecutive months. The purchase price will generally equal the unpaid aggregate principal balance of the 530 Fifth Avenue Loan, together with all unpaid interest thereon at the related mortgage interest rate (including default interest) and any unreimbursed servicing expenses, advances and interest on advances for which the borrower under the 530 Fifth Avenue Loan is responsible and any other Additional Trust Fund Expenses in respect of the 530 Fifth Avenue Whole Loan actually paid or incurred by the Trust Fund; provided, however, that the purchase price shall not be reduced by any outstanding P&I Advance. No prepayment consideration will be payable in connection with such a purchase of the 530 Fifth Avenue Whole Loan.

Application of Payments.    Provided no (a) monetary event of default under the related Mortgage Loan documents or (b) non-monetary event of default under the related Mortgage Loan documents with respect to which the 530 Fifth Avenue Whole Loan becomes a Specially Serviced Mortgage Loan (a ‘‘530 Fifth Avenue Special Event of Default’’) has occurred and is continuing (subject to the cure and purchase rights of holder of the 530 Fifth Avenue Companion Loan under the 530 Fifth Avenue Intercreditor Agreement), after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the 530 Fifth Avenue Whole Loan will be paid in the following manner:

First, to the holder of the 530 Fifth Avenue Loan, in an amount equal to the accrued and unpaid interest due thereon;

Second, to the holder of the 530 Fifth Avenue Loan, in an amount equal to its pro rata portion (based upon the outstanding principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan) of the principal balance of the 530 Fifth Avenue Whole Loan which is due and payable pursuant to the related Mortgage Loan documents, if any, together with all prepayments, including, without limitation, loss proceeds applied to the repayment of the 530 Fifth Avenue Whole Loan, in an amount equal to the holder of the 530 Fifth Avenue’s pro rata portion (based upon the outstanding principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan) of the principal balance of the 530 Fifth Avenue Whole Loan;

Third, to the holder of the 530 Fifth Avenue Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the 530 Fifth Avenue Loan;

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Fourth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to any unreimbursed cure payments and advances made by it or in connection with an additional funding which are reimbursed by the related borrower;

Fifth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to the accrued and unpaid interest due thereon;

Sixth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to its pro rata portion (based upon the outstanding principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan) of the principal balance of the 530 Fifth Avenue Whole Loan which is due and payable pursuant to the related Mortgage Loan documents, if any, together with all prepayments, including, without limitation, loss proceeds applied to the repayment of the 530 Fifth Avenue Whole Loan, in an amount equal to the holder of the 530 Fifth Avenue Companion Loan’s pro rata portion (based upon the outstanding principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan) of the principal balance of the 530 Fifth Avenue Whole Loan;

Seventh, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the 530 Fifth Avenue Companion Loan;

Eighth, to the holders of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan, pro rata (based upon the outstanding principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan), in an amount equal to any prepayment premium, to the extent actually paid, allocable to the 530 Fifth Avenue Whole Loan;

Ninth, to the holders of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan, pro rata (based upon the outstanding principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan, respectively) in an amount equal to any extension fees, to the extent actually paid, allocable to the 530 Fifth Avenue Whole Loan;

Tenth, to the holder of the 530 Fifth Avenue Loan, in the amount equal to any default interest; provided, however, that any default interest which accrued during any and all periods for which the holder of the 530 Fifth Avenue Companion Loan made cure payments in accordance with the terms of the 530 Fifth Avenue Intercreditor Agreement shall be paid to the holder of the 530 Fifth Avenue Companion Loan;

Eleventh, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to any default interest;

Twelfth, to the holders of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan, in that order, any accrued and unpaid interest on realized losses allocated to the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan calculated at the applicable interest rate from the date such realized loss was allocated to such interest through the date such realized loss was reimbursed; and

Thirteenth, any excess, pro rata, to the holders of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan, based on the initial principal balance of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan, respectively).

Following the occurrence and during the continuance of a 530 Fifth Avenue Special Event of Default (subject to the cure and purchase rights of holder of the 530 Fifth Avenue Companion Loan under the 530 Fifth Avenue Intercreditor Agreement) after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the 530 Fifth Avenue Whole Loan will be paid in the following manner:

First, to the holder of the 530 Fifth Avenue Loan, in an amount equal to the accrued and unpaid interest due thereon;

Second, to the holder of the 530 Fifth Avenue Loan, in an amount equal to the principal balance of the 530 Fifth Avenue Loan until paid in full;

Third, to the holder of the 530 Fifth Avenue Loan, any unreimbursed realized losses, if any, with respect to the 530 Fifth Avenue Loan;

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Fourth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to the accrued and unpaid interest due thereon;

Fifth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to the principal balance of the 530 Fifth Avenue Companion Loan until paid in full;

Sixth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the 530 Fifth Avenue Companion Loan;

Seventh, to the holder of the 530 Fifth Avenue Loan, in an amount equal to the portion of any prepayment premium, to the extent actually paid, allocable to the holder of the 530 Fifth Avenue Loan (based upon the initial principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan);

Eighth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to the portion of any prepayment premium, to the extent actually paid, allocable to the holder of the 530 Fifth Avenue Companion Loan (based upon the initial principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan);

Ninth, to the holder of the 530 Fifth Avenue Loan, in an amount equal to the full exit fee, to the extent actually paid;

Tenth, to the holder of the 530 Fifth Avenue Loan, in an amount equal to its portion of all extension fees, to the extent actually paid, allocable to the holder of the 530 Fifth Avenue Loan (based upon the ratio between the initial principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan);

Eleventh, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to the portion of any extension fees, to the extent actually paid, allocable to the 530 Fifth Avenue Companion Loan (based upon the ratio between the initial principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan);

Twelfth, to the holder of the 530 Fifth Avenue Loan in an amount equal to any default interest;

Thirteenth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to any default interest;

Fourteenth, to the holder of the 530 Fifth Avenue Companion Loan, in an amount equal to any unreimbursed cure payments or any unreimbursed costs (including advances) paid or reimbursed by the holder of the 530 Fifth Avenue Companion Loan with respect to the 530 Fifth Avenue Whole Loan; and

Fifteenth, any excess, pro rata, to the holders of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan (based upon the initial principal balances of the 530 Fifth Avenue Loan and the 530 Fifth Avenue Companion Loan, respectively).

Caplease Loan

Servicing Provisions of the Caplease Intercreditor Agreement.    With respect to the Caplease Loan, the Master Servicer and Special Servicer will service and administer the Caplease Loan and the Caplease Companion Loan pursuant to the Pooling and Servicing Agreement and the Caplease Intercreditor Agreement for so long as the Caplease Loan is part of the Trust Fund. The Caplease Loan and the Caplease Companion Loan are cross defaulted. However, upon an event of default which does not constitute a payment default but is limited to a default in the performance by the related borrower of its obligations under its lease, or the failure to reimburse a servicing advance made to fulfill such obligations, the Master Servicer will generally be required to make servicing advances to cure any such borrower default and prevent a default under the lease, subject to customary standards of recoverability, and will be prohibited from foreclosing on the Mortgaged Property so long as any such advance, together with interest thereon, would be recoverable. Further, the Special Servicer will not be permitted to amend the Caplease Loan or the Caplease Companion Loan in a manner materially adverse to the holder of the Caplease Companion Loan without the consent of the holder of the Caplease Companion Loan. The holder of the Caplease Companion Loan will be entitled to advise the Special Servicer with respect to

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certain matters related to the Caplease Whole Loan. See ‘‘SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative’’ in this prospectus supplement.

In the event the Caplease Loan becomes ninety (90) days or more delinquent, an acceleration of the Caplease Whole Loan after an event of default under the related loan documents occurs, the principal balance of the Caplease Whole Loan is not paid at maturity, or the borrower files a petition for bankruptcy, the holder of the Caplease Companion Loan will be entitled to purchase the Caplease Loan from the Trust Fund for a purchase price equal to the sum of (i) the principal balance of the Caplease Loan, together with accrued and unpaid interest thereon up to (but not exceeding) the date of purchase, (ii) unreimbursed advances together with accrued and unpaid interest thereon and (iii) certain other amounts payable under the related Mortgage Loan documents.

Applications of Payments.    Pursuant to the Caplease Intercreditor Agreement, to the extent described below, the right of the holder of the Caplease Companion Loan to receive payments with respect to the Caplease Companion Loan (other than payments in respect of Defaulted Lease Claims) is subordinated to the payment rights of the Trust Fund to receive payments with respect to the Caplease Loan. All payments and proceeds of the Caplease Loan and the Caplease Companion Loan (including, among other things, regular payments, insurance proceeds and liquidation proceeds), other than in respect of Defaulted Lease Claims, whether before or after the occurrence of an event of default with respect to the Caplease Loan, will be applied first, in the event of liquidation of the real property, a determination that applicable servicing advances are nonrecoverable, or a lease acceleration or termination, first, to the holder of the Caplease Loan, for reimbursement of servicing advances together with interest thereon and second, to the holder of the Caplease Companion Loan, for reimbursement of servicing advances together with interest thereon. All remaining amounts (or all amounts if no such liquidation, nonrecoverability determination or lease acceleration or termination has occurred), will be paid in the following manner:

First, to the holder of the Caplease Loan, in an amount equal to interest due with respect to the Caplease Loan at the pre-default interest rate thereon;

Second, to the holder of the Caplease Loan, in an amount equal to the portion of any scheduled payments of principal allocable to the Caplease Loan (including, following acceleration, the full principal balance thereof);

Third, following any lease acceleration or termination, but only prior to any reinstatement of such credit lease following any cure or waiver of the default permitting such lease acceleration or termination, to the holder of the Caplease Loan for any outstanding advances and any other unreimbursed costs made by or on behalf of the holder of the Caplease Loan;

Fourth, to fund any applicable reserves under the terms of the Mortgage Loan documents for the Caplease Whole Loan;

Fifth, to the holder of the Caplease Companion Loan, in an amount equal to amounts then due with respect to the Caplease Companion Loan (including reimbursement of any advances made by or on behalf of the holder of the Caplease Companion Loan), then, interest due with respect to the Caplease Companion Loan at the pre-default interest rate thereon and then, any scheduled payments of principal allocable to the Caplease Companion Loan (including, following acceleration, the full principal balance thereof);

Sixth, to reimburse the Master Servicer, Special Servicer or the holder of the Caplease Companion Loan for any outstanding advances made by either such party on the related Caplease Loan or the Caplease Companion Loan, to the extent then deemed to be nonrecoverable and not previously reimbursed;

Seventh, sequentially to the Caplease Loan and then the Caplease Companion Loan, in each case until paid in full, any unscheduled payments of principal with respect thereto;

Eighth, to any prepayment premiums or yield maintenance charges (allocated pro rata based on the principal then prepaid); and

Ninth, to any default interest on the Caplease Companion Loan, to the holder of the Caplease Companion Loan and any default interest on the Caplease Loan, to the holder of the Caplease Loan.

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Proceeds of Defaulted Lease Claims will be applied first, to payment of amounts due under the Caplease Companion Loan, and thereafter will be payable to the holder of the Caplease Loan.

Mezz Cap Loans

Servicing Provisions of the Mezz Cap Intercreditor Agreements.    With respect to the Mezz Cap Loans, the Master Servicer and Special Servicer will service and administer the Mezz Cap Loans and the Mezz Cap Companion Loans pursuant to the Pooling and Servicing Agreement and the related Intercreditor Agreement for so long as such Mezz Cap Loan is part of the Trust Fund. The Master Servicer and/or the Special Servicer may not enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver of such Mezz Cap Loan or the related Mortgage Loan documents without obtaining the prior written consent of the holder of the related Mezz Cap Companion Loan if such proposed amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver of any Mezz Cap Loan or the related Mortgage Loan documents adversely affects the lien priority of the related mortgage or constitutes a material modification as specified in the related Mezz Cap Intercreditor Agreement, provided, however, that such consent right will expire when the repurchase period described in the next paragraph expires. See ‘‘SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative’’ in this prospectus supplement.

In the event that (i) any payment of principal or interest on a Mezz Cap Loan or Mezz Cap Companion Loan becomes ninety (90) or more days delinquent, (ii) the principal balance of a Mezz Cap Loan or Mezz Cap Companion Loan has been accelerated, (iii) the principal balance of a Mezz Cap Loan or Mezz Cap Companion Loan is not paid at maturity, (iv) the related borrower declares bankruptcy or is otherwise subject to a bankruptcy proceeding or (v) any other event where the cash flow payment under a Mezz Cap Companion Loan has been interrupted and payments are made pursuant to the event of default waterfall below, the holder of a Mezz Cap Companion Loan will have the right to purchase the related Mezz Cap Loan from the Trust Fund for a period of thirty (30) days after its receipt of a repurchase option notice, subject to certain conditions as set forth in the related Mezz Cap Intercreditor Agreement. The purchase price will generally equal the unpaid principal balance of the Mezz Cap Loan, together with all accrued and unpaid interest on the related Mezz Cap Loan (other than default interest and late payment charges) at the related mortgage rate and any outstanding servicing expenses, advances and interest on advances for which the borrower under the related Mezz Cap Loan is responsible and other expenses as provided in the related Mezz Cap Intercreditor Agreement. Unless the borrower or an affiliate is purchasing a Mezz Cap Loan, no prepayment consideration will be payable in connection with the purchase of such Mezz Cap Loan.

Application of Payments.    Pursuant to the related Mezz Cap Intercreditor Agreement and prior to the occurrence of (i) the acceleration of a Mezz Cap Loan or Mezz Cap Companion Loan, (ii) a monetary event of default or (iii) an event of default triggered by the bankruptcy of the related borrower, the related borrower is required to make separate monthly payments of principal and interest to the Master Servicer and the holder of the related Mezz Cap Companion Loan. Any escrow and reserve payments required in respect of a Mezz Cap Whole Loan are required to be paid to the Master Servicer.

Following the occurrence and during the continuance of (i) the acceleration of a Mezz Cap Loan or Mezz Cap Companion Loan, (ii) a monetary event of default or (iii) an event of default triggered by the bankruptcy of the related borrower, and subject to certain rights of the holder of a Mezz Cap Companion Loan to purchase the related Mezz Cap Loan from the Trust Fund, all payments and proceeds (of whatever nature) on such Mezz Cap Companion Loan will be subordinated to all payments due on related Mezz Cap Loan and the amounts with respect to such Mezz Cap Whole Loan will be paid (excluding certain reserves, escrows, insurance proceeds and awards otherwise required to be applied under the related Mortgage Loan documents or released to the related borrower) in the following manner:

First, to the Master Servicer, Special Servicer or Trustee, up to the amount of any unreimbursed costs and expenses paid by such party, including unreimbursed advances and interest thereon;

Second, to the Master Servicer and the Special Servicer, in an amount equal to the accrued and unpaid servicing fees and other servicing compensation earned by such party;

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Third, to the holder of the related Mezz Cap Loan, in an amount equal to accrued and unpaid interest with respect to such Mezz Cap Loan at the pre-default interest rate thereon;

Fourth, to the holder of the related Mezz Cap Loan, in an amount equal to the principal balance of such Mezz Cap Loan until paid in full;

Fifth, to the holder of the related Mezz Cap Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to such Mezz Cap Loan;

Sixth, to the holder of the related Mezz Cap Companion Loan, up to the amount of any unreimbursed costs and expenses paid by the holder of such Mezz Cap Companion Loan;

Seventh, to the holder of the related Mezz Cap Companion Loan, in an amount equal to accrued and unpaid interest with respect to such Mezz Cap Companion Loan at the pre-default interest rate thereon;

Eighth, to the holder of the related Mezz Cap Companion Loan, in an amount equal to the principal balance of such Mezz Cap Companion Loan until paid in full;

Ninth, to the holder of the related Mezz Cap Companion Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to such Mezz Cap Companion Loan;

Tenth, to the holder of the related Mezz Cap Loan; and then to the holder of the related Mezz Cap Companion Loan, in an amount equal to any unpaid default interest accrued on such Mezz Cap Loan and such Mezz Cap Companion Loan, respectively;

Eleventh, any amounts collected or recovered on the related Mezz Cap Whole Loan that represent late payment charges, other than a prepayment premium or default interest, that are not payable to any servicer or trustee in respect of the related Mezz Cap Loan or related Mezz Cap Companion Loan, are payable to the holder of such Mezz Cap Loan and such Mezz Cap Companion Loan on a pro rata basis as determined by the initial balance of each such loan; and

Twelfth, any excess amounts that are not required to be paid to the related borrower or to a party other than the mortgagee under the related Mortgage Loan documents, to the holder of the related Mezz Cap Loan and the holder of the related Mezz Cap Companion Loan, on a pro rata basis, determined by the initial principal balances of each such loan.

Notwithstanding the foregoing waterfall, if within ninety (90) days of the occurrence of a monetary event of default, (i) the borrower has paid to the applicable servicer an amount (or amounts are otherwise available) sufficient to cure such monetary default (without taking into consideration default interest in excess of the applicable loan rate or any related late charges due and payable), (ii) no other material event of default (of the kind described in the first paragraph of this ‘‘—Application of Payments’’ section) exists, (iii) the applicable servicer determines that a workout which maintains the scheduled payments and the waiver or deferral of the unpaid default interest and late charges is the course of action to pursue with respect to the event of default, then the Master Servicer and/or the Special Servicer, as applicable, may apply the amount paid by the borrower (or otherwise available) net of amounts payable to the Master Servicer and/or the Special Servicer, as applicable, or Trustee, first, to the holder of the related Mezz Cap Loan in an amount equal to the accrued and unpaid interest on the related Mezz Cap Loan and then an amount equal to any current and delinquent scheduled principal payments on the related Mezz Cap Loan and, second, to the holder of the related Mezz Cap Companion Loan in an amount equal to the accrued and unpaid interest on the related Mezz Cap Companion Loan and then an amount equal to any current and delinquent scheduled principal payments on the related Mezz Cap Companion Loan.

Rao's City Views Apartment Building Loan

Servicing Provisions of the Rao's City Views Apartment Building Intercreditor Agreement.    Pursuant to the terms of the Rao's City Views Apartment Building Intercreditor Agreement, the Rao's City Views Apartment Building Whole Loan will be serviced and administered pursuant to the terms of the Pooling and Servicing Agreement by the Master Servicer and Special Servicer, as applicable, on behalf of the holders of the various notes (as a collective whole). The Rao's City Views Apartment Building Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Rao's City Views

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Apartment Building Whole Loan will be allocated first, to the holder of the Rao's City Views Apartment Building Companion Loan and thereafter to the Rao's City Views Apartment Building Loan.

With respect to the Rao's City Views Apartment Building Loan, the Master Servicer and Special Servicer will service and administer the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan pursuant to the Pooling and Servicing Agreement and the Rao's City Views Apartment Building Intercreditor Agreement for so long as the Rao's City Views Apartment Building Loan is part of the Trust Fund. The holder of the Rao's City Views Apartment Building Companion Loan will be entitled to advise and direct the Special Servicer with respect to certain matters, including, among other things, foreclosure, any sale of the Mortgaged Property, any release of the related borrower or material modifications of the Rao's City Views Apartment Building Whole Loan at such times as the Rao's City Views Apartment Building Companion Loan is not the subject of a Rao's City Views Apartment Building Control Appraisal Period (as defined below).

A "Rao's City Views Apartment Building Control Appraisal Period" shall be deemed to have occurred if and so long as (a) principal balance of the Rao's City Views Apartment Building Companion Loan minus an amount equal to the excess, if any, of (i)(A) the outstanding principal balance of the Rao's City Views Apartment Building Whole Loan, plus (B) to the extent not previously advanced by the Master Servicer or the Trustee, all accrued and unpaid interest on the Rao's City Views Apartment Building Whole Loan at a per annum rate equal to its mortgage interest rate (exclusive of any default interest), plus (C) all unreimbursed advances and unpaid interest thereon and any unpaid interest on any principal and interest advances with respect to the Rao's City Views Apartment Building Whole Loan, plus (D) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents relating to the Mortgaged Property (less any amounts held in escrow for such items) over (ii) an amount equal to ninety percent (90%) of the value thereof as determined by the most recent appraisal of the Mortgaged Property as required by the Rao's City Views Apartment Building Intercreditor Agreement (net of any liens senior to the lien of the Rao's City Views Apartment Building Loan), is less than or equal to (b) twenty-five percent (25%) of the principal balance of the Rao's City Views Apartment Building Companion Loan.

No advice or direction of the holder of the Rao's City Views Apartment Building Companion Loan may require or cause the Master Servicer or the Special Servicer to violate any provision of the Pooling and Servicing Agreement, including the Master Servicer's and the Special Servicer's obligation to act in accordance with the Servicing Standard. See "SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative" in this prospectus supplement.

In the event of certain defaults under the Rao's City Views Apartment Building Whole Loan, the holder of the Rao's City Views Apartment Building Companion Loan will be entitled to (i) cure such monetary default within 5 business days of receipt of the cure notice and cure such non-monetary default within 30 days of receipt of the cure notice and/or (ii) purchase the Rao's City Views Apartment Building Loan from the Trust Fund after the expiration of the cure period, subject to certain terms in the Rao's City Views Apartment Building Intercreditor Agreement. Notwithstanding the foregoing, the rights of the holder of the Rao's City Views Apartment Building Companion Loan to cure a monetary default or non-monetary default will be limited to six (6) cure events over the life of the Rao's City Views Apartment Building Whole Loan and no single cure event may exceed four (4) consecutive months. Under the Rao's City Views Apartment Building Loan Intercreditor Agreement, a cure event is defined as the exercise of cure rights by the holder of the Rao's City Views Apartment Building Companion Loan, whether for 1 month or for consecutive months in the aggregate. The purchase price will generally equal the unpaid aggregate principal balance of the Rao's City Views Apartment Building Loan, together with all accrued and unpaid interest thereon (other than default interest) at the related mortgage interest rate, and any unreimbursed servicing expenses, advances and interest on advances for which the borrower under the Rao's City Views Apartment Building Loan is responsible and any other Additional Trust Fund Expenses in respect of the Rao's City Views Apartment Building Whole Loan actually paid or incurred by the Trust Fund; provided, however, that the purchase price shall not be reduced by any outstanding P&I Advance.

Application of Payments.    Provided no (a) monetary event of default under the related Mortgage Loan documents or (b) non-monetary event of default under the related Mortgage Loan documents with

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respect to which the Rao's City Views Apartment Building Whole Loan becomes a Specially Serviced Mortgage Loan (a "Rao's City Views Apartment Building Special Event of Default") has occurred and is continuing (subject to the cure and purchase rights of holder of the Rao's City Views Apartment Building Companion Loan under the Rao's City Views Apartment Building Intercreditor Agreement), after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the Rao's City Views Apartment Building Whole Loan will be paid in the following manner:

First, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to the accrued and unpaid interest due thereon;

Second, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to its pro rata portion (based upon the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan) of the principal balance of the Rao's City Views Apartment Building Whole Loan which is due and payable pursuant to the related Mortgage Loan documents, if any, together with all prepayments, including, without limitation, loss proceeds applied to the repayment of the Rao's City Views Apartment Building Whole Loan, in an amount equal to the holder of the Rao's City Views Apartment Building Loan's pro rata portion (based upon the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan) of the principal balance of the Rao's City Views Apartment Building Whole Loan;

Third, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the Rao's City Views Apartment Building Loan;

Fourth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to any unreimbursed cure payments and advances made by it or in connection with an additional funding which are reimbursed by the borrower;

Fifth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to the accrued and unpaid interest due thereon;

Sixth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to its pro rata portion (based upon the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan) of the principal balance of the Rao's City Views Apartment Building Whole Loan which is due and payable pursuant to the related Mortgage Loan documents, if any, together with all prepayments, including, without limitation, loss proceeds applied to the repayment of the Rao's City Views Apartment Building Whole Loan, in an amount equal to the holder of the Rao's City Views Apartment Building Companion Loan's pro rata portion (based upon the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan) of the principal balance of the Rao's City Views Apartment Building Whole Loan;

Seventh, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the Rao's City Views Apartment Building Companion Loan;

Eighth, to the holder of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan, pro rata (based upon the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan), in an amount equal to any prepayment premium, to the extent actually paid, allocable to the Rao's City Views Apartment Building Whole Loan;

Ninth, to the holder of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan, pro rata (based upon the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan), in an amount equal to any extension fees, to the extent actually paid, allocable to the Rao's City Views Apartment Building Whole Loan;

Tenth, to the holder of the Rao's City Views Apartment Building Loan, in the amount equal to any default interest; provided, however, that any default interest which accrued during any and all periods for

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which the holder of the Rao's City Views Apartment Building Companion Loan made cure payments in accordance with the terms of the Rao's City Views Apartment Building Intercreditor Agreement shall be paid to the holder of the Rao's City Views Apartment Building Companion Loan;

Eleventh, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to any default interest;

Twelfth, to the holders of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan, in that order, any accrued and unpaid interest on realized losses allocated to the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan calculated at the applicable interest rate from the date such realized loss was allocated to such interest through the date such realized loss was reimbursed; and

Thirteenth, any excess, pro rata, to the holders of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan (based on the initial principal balance of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan, respectively).

Following the occurrence and during the continuance of a Rao's City Views Apartment Building Special Event of Default (subject to the cure and purchase rights of holder of the Rao's City Views Apartment Building Companion Loan under the Rao's City Views Apartment Building Intercreditor Agreement) after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the Rao's City Views Apartment Building Whole Loan will be paid in the following manner:

First, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to the accrued and unpaid interest due thereon;

Second, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to the principal balance of the Rao's City Views Apartment Building Loan until paid in full;

Third, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the Rao's City Views Apartment Building Loan;

Fourth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to the accrued and unpaid interest due thereon;

Fifth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to the principal balance of the Rao's City Views Apartment Building Companion Loan until paid in full;

Sixth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to any unreimbursed realized losses, if any, with respect to the Rao's City Views Apartment Building Companion Loan;

Seventh, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to the portion of any prepayment premium, to the extent actually paid, allocable to the holder of the Rao's City Views Apartment Building Loan (based upon the ratio between the initial principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan);

Eighth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to the portion of any prepayment premium, to the extent actually paid, allocable to the holder of the Rao's City Views Apartment Building Companion Loan (based upon the ratio between the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan);

Ninth, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to the full exit fee, to the extent actually paid;

Tenth, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to the portion of any extension fees, to the extent actually paid, allocable to the holder of the Rao's City Views Apartment Building Loan (based upon the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan);

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Eleventh, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to the portion of any extension fees, to the extent actually paid, allocable to the holder of the Rao's City Views Apartment Building Companion Loan (based upon the outstanding principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan);

Twelfth, to the holder of the Rao's City Views Apartment Building Loan, in an amount equal to any default interest;

Thirteenth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to any default interest;

Fourteenth, to the holder of the Rao's City Views Apartment Building Companion Loan, in an amount equal to any unreimbursed cure payments or any unreimbursed costs and advances paid or reimbursed by the holder of the Rao's City Views Apartment Building Companion Loan pursuant to the Rao's City Views Apartment Building Intercreditor Agreement; and

Fifteenth, any excess, pro rata, to the holders of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan (based upon the initial principal balances of the Rao's City Views Apartment Building Loan and the Rao's City Views Apartment Building Companion Loan, respectively).

Conversion to Mezzanine Debt. The holder of the Rao's City Views Apartment Building Companion Loan has the right to require the holder of the Rao's City Views Apartment Building Loan to convert the Rao's City Views Apartment Building Companion Loan into a mezzanine loan pursuant to the terms of the related Mortgage Loan documents.

Application of Amounts Paid to Trust Fund.    On or before each Distribution Date, amounts payable to the Trust Fund as holder of any Co-Lender Loan pursuant to the Intercreditor Agreement will be included in the Available Distribution Amount for such Distribution Date to the extent described in this prospectus supplement and amounts payable to the holder of the related Companion Loan will be distributed to the holder net of fees and expenses on such Companion Loan; and in the case of the Prime Outlets Pool Loan, such amounts will be applied and distributed in accordance with the 2006-C23 Pooling and Servicing Agreement.

Mezzanine Loans

With respect to the Mortgage Loans with existing mezzanine debt, the holder of each mezzanine loan generally has the right to purchase the related Mortgage Loan from the Trust Fund if certain defaults on the related Mortgage Loan occur or upon the transfer of the related Mortgage Loan to special servicing as a result of an event of default under the related Mortgage Loan and, in some cases, may have the right to cure certain defaults occurring on the related Mortgage Loan. The purchase price required to be paid in connection with such a purchase is generally equal to the outstanding principal balance of the related Mortgage Loan, together with accrued and unpaid interest on, and all unpaid servicing expenses, advances and interest on advances relating to, such Mortgage Loan. The lenders for this mezzanine debt are generally not affiliates of the related Mortgage Loan borrower. Upon a default under the mezzanine debt, the holder of the mezzanine debt may, under certain circumstances, foreclose upon the ownership interests in the related borrower.

Certain Provisions of the Intercreditor Agreements with Respect to Certain Subordinate Loans

Pursuant to the terms of the related Intercreditor Agreement, the holder of the subordinate loan secured by the related Mortgaged Property (the ‘‘Subordinate Loan’’) with respect to 1 Mortgage Loan (loan number 44) generally has the right, among other things, to (i) approve the annual operating budget of the related borrower in accordance with the terms of the Subordinate Loan documents with respect to such subordinate loan; (ii) cause the termination of the property manager with respect to such Mortgaged Property and approve successor managers, subject to certain conditions set forth in the related intercreditor agreement and (iii) purchase, in whole but not in part, the related Mortgage Loan for a price

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generally equal to the outstanding principal balance thereof, together with all accrued interest and other amounts due thereon and all costs and expenses actually incurred by the mortgagee in enforcing the terms of the related Mortgage Loan documents.

The holder of the Subordinate Loan shall also have the right to be notified prior to the commencement of any enforcement action by the mortgagee with respect to the related Mortgaged Property and to cure any default causing such action in accordance with the provisions of the related Intercreditor Agreement.

The Mortgage Loan documents for the Subordinate Loan generally may be amended without the consent of the holder of the related Subordinate Loan; except for certain amendments relating to, among other things, the economic terms of the related Mortgage Loan, the cash management provisions and the collateral for the related Mortgage Loan, provided, however, in a work-out context the forgoing consent is generally not required.

The holder of the Subordinate Loan may not exercise any rights it may have under the related Mortgage Loan documents or applicable law with respect to a foreclosure or other realization upon the related Mortgaged Property without the prior written consent of the mortgagee, which consent can be withheld or conditioned in the mortgagee’s sole and absolute discretion.

Additional Mortgage Loan Information

For a detailed presentation of certain of the characteristics of the Mortgage Loans and the Mortgaged Properties, on an individual basis, see Annexes A-1, A-2, A-3, A-4, A-5, A-6, A-7, Annex D and Annex E to this prospectus supplement. For purposes of numerical and statistical information set forth in this prospectus supplement and Annexes A-1, A-2, A-3, A-4, A-5, A-6, A-7, Annex D and Annex E unless otherwise specified, such numerical and statistical information excludes any Subordinate Companion Loans. For purposes of the calculation of DSC Ratios, LTV Ratios and Loan per Sq. Ft., Unit, Pad, Room or Bed with respect to the Prime Outlets Pool Loan, such ratios are calculated based upon the aggregate debt service on or aggregate indebtedness of, as applicable, the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan. Certain of the Mortgage Loans may have previously computed interest on a floating rate basis, but have been converted to a fixed rate prior to the Closing Date. With respect to these Mortgage Loans, all calculations in this prospectus supplement will be computed on the basis of the date any such Mortgage Loan was converted to a fixed rate, rather than the date of origination. Certain additional information regarding the Mortgage Loans is contained under ‘‘—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ and ‘‘—Representations and Warranties; Repurchases and Substitutions,’’ in this prospectus supplement and under ‘‘DESCRIPTION OF THE TRUST FUNDS’’ and ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES’’ in the accompanying prospectus.

In the schedule and tables set forth in Annexes A-1, A-2, A-3, A-4, A-5, A-6, A-7, Annex D and Annex E to this prospectus supplement, cross-collateralized Mortgage Loans are not grouped together; instead, references are made under the heading ‘‘Cross Collateralized and Cross Defaulted Loan Flag’’ with respect to the other Mortgage Loans with which they are cross-collateralized.

Each of the tables herein and in the Annexes sets forth certain characteristics of the Mortgage Pool presented, where applicable, as of the Cut-Off Date. For purposes of the tables and Annexes A-1, A-2, A-3, A-4, A-5, A-6, A-7, Annex D and Annex E:

(i)    References to ‘‘DSC Ratio’’ and ‘‘DSCR’’ are references to debt service coverage ratios. Debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property that is available for debt service (that is, cash that remains after average cost of non-capital expenses of operation, tenant improvements, leasing commissions, replacement reserves and furniture, fixture and equipment reserves during the term of the Mortgage Loan) to (b) required debt service payments. However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt. The DSC Ratio for any Mortgage Loan or Pari Passu Loan is the ratio of Net Cash Flow produced by the related Mortgaged Property to the annualized amount of debt service that will be payable under that Mortgage Loan commencing after the origination date. The ‘‘Net Cash Flow’’ for a Mortgaged Property is the ‘‘net cash flow’’ of

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such Mortgaged Property as set forth in, or determined by the applicable Mortgage Loan Seller on the basis of, Mortgaged Property operating statements, generally unaudited, and certified rent rolls (as applicable) supplied by the related borrower in the case of multifamily, mixed-use, retail, industrial, residential health care, self-storage and office properties (each a ‘‘Rental Property’’); provided, however, for purposes of calculating the DSC Ratios and DSCR provided herein (i) with respect to 68 Mortgage Loans, representing 65.7% of the Cut-Off Date Pool Balance (46 Mortgage Loans in Loan Group 1 or 66.5% of the Cut-Off Date Group 1 Balance and 22 Mortgage Loans in Loan Group 2 or 60.7% of the Cut-Off Date Group 2 Balance), where Periodic Payments are interest-only for a certain amount of time after origination after which date the Mortgage Loan amortizes principal for the remaining term of the loan, the debt service used is the annualized amount of debt service that will be payable under the Mortgage Loan commencing after the amortization period begins; (ii) with respect to 1 Mortgage Loan (loan number 24), representing 1.0% of the Cut-Off Date Pool Balance (1.1% of the Cut-Off Date Group 1 Balance), such ratio was adjusted by taking into account amounts available under certain holdbacks; (iii) with respect to 1 Mortgage Loan (loan number 52), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), such ratio was calculated based upon the current scheduled debt service of $117,777 due under the related Note. Commencing with the payment due in March 2007, such payment will increase to $132,609 through and including the related Maturity Date; and (iv) with respect to Mortgage Loans that are interest-only until paid off at maturity, the annual debt service used is based on the outstanding loan amount times the applicable interest rate without regard to interest accrual basis; and for purposes of calculating the DSC Ratios provided herein for the Prime Outlets Pool Loan, the debt service on the Prime Outlets Pool Pari Passu Companion Loan will be taken into account. In general, the Mortgage Loan Sellers relied on either full-year operating statements, rolling 12-month operating statements and/or applicable year-to-date financial statements, if available, and on rent rolls for all Rental Properties that were current as of a date not earlier than six months prior to the respective date of origination in determining Net Cash Flow for the Mortgaged Properties.

In general, ‘‘net cash flow’’ is the revenue derived from the use and operation of a Mortgaged Property less operating expenses (such as utilities, administrative expenses, repairs and maintenance, tenant improvement costs, leasing commissions, management fees and advertising), fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments) and replacement reserves and an allowance for vacancies and credit losses. Net Cash Flow does not reflect interest expenses and non-cash items such as depreciation and amortization, and generally does not reflect capital expenditures, but does reflect reserves for replacements and an allowance for vacancies and credit losses.

In determining the ‘‘revenue’’ component of Net Cash Flow for each Rental Property, the applicable Mortgage Loan Seller generally relied on the most recent rent roll and/or other known, signed tenant leases, executed extension options, master leases or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and, where the actual vacancy shown thereon and the market vacancy was less than 5.0%, assumed a 5.0% vacancy in determining revenue from rents, except that in the case of certain non-multifamily properties, space occupied by such anchor or single tenants or other large creditworthy tenants may have been disregarded (or a rate of less than 5.0% has been assumed) in performing the vacancy adjustment due to the length of the related leases or creditworthiness of such tenants, in accordance with the respective Mortgage Loan Seller’s underwriting standards. Where the actual or market vacancy was not less than 5.0%, the applicable Mortgage Loan Sellers determined revenue from rents by generally relying on the most recent rent roll and/or other known, signed leases, executed lease extension options, master leases or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and the greater of (a) actual historical vacancy at the related Mortgaged Property, (b) historical vacancy at comparable properties in the same market as the related Mortgaged Property, and (c) 5.0%. In determining rental revenue for multifamily and self storage properties, the Mortgage Loan Sellers generally either reviewed rental revenue shown on the certified rolling 12-month operating statements, the rolling 3-month operating statements for multifamily properties or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one-to-twelve month periods. For the other Rental Properties, the Mortgage Loan Sellers generally

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annualized rental revenue shown on the most recent certified rent roll (as applicable), after applying the vacancy factor, without further regard to the terms (including expiration dates) of the leases shown thereon. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 75.0% and daily rates achieved during the prior two-to-three year annual reporting period. In the case of residential health care facilities, receipts were based on historical occupancy levels, historical operating revenues and then current occupancy rates. Occupancy rates for the private health care facilities were generally within then current market ranges, and vacancy levels were generally a minimum of 5.0%. In general, any non-recurring items and non-property related revenue were eliminated from the calculation except in the case of residential health care facilities.

In determining the ‘‘expense’’ component of Net Cash Flow for each Mortgaged Property, the Mortgage Loan Sellers generally relied on rolling 12-month operating statements and/or full-year or year-to-date financial statements supplied by the related borrower, except that (a) if tax or insurance expense information more current than that reflected in the financial statements was available, the newer information was used, (b) property management fees were generally assumed to be 1.0% to 7.0% of effective gross revenue (except with respect to full service hospitality properties, where a minimum of 3.0% of gross receipts was assumed, with respect to limited service hospitality properties, where a minimum of 4.0% of gross receipts was assumed, and with respect to single tenant properties, where fees as low as 1.0% of effective gross receipts were assumed), (c) assumptions were made with respect to reserves for leasing commissions, tenant improvement expenses and capital expenditures and (d) expenses were assumed to include annual replacement reserves. See ‘‘—Wachovia’s Underwriting Standards—Escrow Requirements—Replacement Reserves’’ and ‘‘—CWCapital’s Underwriting Standards—Escrow Requirements’’ in this prospectus supplement. In addition, in some instances, the Mortgage Loan Sellers recharacterized as capital expenditures those items reported by borrowers as operating expenses (thus increasing ‘‘net cash flow’’) where the Mortgage Loan Sellers determined appropriate.

The borrowers’ financial information used to determine Net Cash Flow was in most cases borrower certified, but unaudited, and neither the Mortgage Loan Sellers nor the Depositor verified their accuracy.

(ii)    References to ‘‘Cut-Off Date LTV’’ and ‘‘Cut-Off Date LTV Ratio’’ are references to the ratio, expressed as a percentage, of the Cut-Off Date Balance of a Mortgage Loan (or, in the case of the Prime Outlets Pool Loan, of the Prime Outlets Pool Whole Loan) to the appraised value of the related Mortgaged Property as shown on the most recent third-party appraisal thereof available to the Mortgage Loan Sellers, which for 6 Mortgage Loans (loan numbers 3, 32, 36, 63, 89 and 96), representing 8.4% of the Cut-Off Date Pool Balance (5 Mortgage Loans in Loan Group 1 or 9.5% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 1.7% of the Cut-Off Date Group 2 Balance), the appraised value represented is the ‘‘as-stabilized’’ value. The table below shows the Cut-Off Date LTV Ratios calculated using the "as-is" appraised values and the "as-stabilized" appraised values for the 6 Mortgage Loans:

Property Name				Mortgage Loan No.				"As-Is" Cut-off Date LTV				"As-Is" Date				"As-Stabilized" Cut-Off Date LTV				"As-Stabilized" Date
530 Fifth Avenue					3				56.5	%			05/01/06				55.6	%			09/01/07
Burlington Crossing					32				73.6	%			03/22/06				58.3	%			09/01/06
West Goshen Town Center					36				84.4	%			02/16/06				77.0	%			08/01/06
Seven for All Mankind					63				92.0	%			07/16/05				74.7	%			07/16/06
Weatherly Apartments					89				86.5	%			10/19/05				78.8	%			05/30/06
Sunrise Plaza					96				76.5	%			04/03/06				75.9	%			10/03/06

(iii)    References to ‘‘Maturity Date LTV Ratio’’ and ‘‘LTV at ARD or Maturity’’ are references to the ratio, expressed as a percentage, of the expected balance of a Balloon Loan (or, in the case of the Prime Outlets Pool Loan, of the Prime Outlets Pool Whole Loan) on its scheduled maturity date (or for an ARD Loan on its Anticipated Repayment Date) (with respect to the CWCapital Mortgage Loans, the expected balance of the related Balloon Loans is calculated assuming no scheduled debt service payments are made on the related maturity date and, with respect to the Wachovia Mortgage Loans, the expected balance of the related Balloon Loans is calculated assuming a scheduled debt service payment is made on the related maturity date) to the appraised value of portions of the related Mortgaged Property as shown on the most recent third party appraisal thereof available to

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the Mortgage Loan Sellers, which for 6 Mortgage Loans (loan numbers 3, 32, 36, 63, 89 and 96), representing 8.4% of the Cut-Off Date Pool Balance (5 Mortgage Loans in Loan Group 1 or 9.5% of the Cut-Off Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 1.7% of the Cut-Off Date Group 2 Balance), the appraised value represented is the ‘‘as-stabilized’’ value. The table below shows the Maturity Date LTV Ratios calculated using the "as-is" appraised values and the "as-stabilized" appraised values for the 6 Mortgage Loans:

Property Name				Mortgage Loan No.				"As-Is" Maturity Date LTV				"As-Is" Date				"As- Stabilized" Maturity Date LTV				"As- Stabilized" Date
530 Fifth Avenue					3				51.6	%			05/01/06				50.8	%			09/01/07
Burlington Crossing					32				73.6	%			03/22/06				58.3	%			09/01/06
West Goshen Town Center					36				74.5	%			02/16/06				67.9	%			08/01/06
Seven for All Mankind					63				78.7	%			07/16/05				63.9	%			07/16/06
Weatherly Apartments					89				80.7	%			10/19/05				73.6	%			05/30/06
Sunrise Plaza					96				67.5	%			04/03/06				67.0	%			10/03/06

(iv)    References to ‘‘Loan per Sq. Ft., Unit, Pad, Room or Bed’’ are, for each Mortgage Loan secured by a lien on a multifamily property, mobile home park property, hospitality property or assisted living facility or other healthcare property or a student housing property, respectively, references to the Cut-Off Date Balance of such Mortgage Loan (or, in the case of the Prime Outlets Pool Loan, of the Prime Outlets Pool Whole Loan) divided by the number of dwelling units, pads, guest rooms or beds, respectively, that the related Mortgaged Property comprises, and, for each Mortgage Loan secured by a lien on a retail, industrial/warehouse, self-storage or office property, references to the Cut-Off Date Balance of such Mortgage Loan (or, in the case of the Prime Outlets Pool Loan, of the Prime Outlets Pool Whole Loan) divided by the net rentable square foot area of the related Mortgaged Property.

(v)    References to ‘‘Year Built’’ are references to the year that a Mortgaged Property was originally constructed or substantially renovated. With respect to any Mortgaged Property which was constructed in phases, the ‘‘Year Built’’ refers to the year that the first phase was originally constructed.

(vi)    References to ‘‘weighted averages’’ or ‘‘WA’’ are references to averages weighted on the basis of the Cut-Off Date Balances of the related Mortgage Loans.

(vii) References to ‘‘Underwritten Replacement Reserves’’ represent estimated annual capital costs, as used by the Mortgage Loan Sellers in determining Net Cash Flow.

(viii)    References to ‘‘Administrative Cost Rate’’ for each Mortgage Loan represent the sum of (a) the Master Servicing Fee Rate for such Mortgage Loan, and (b) 0.0007%, which percentage represents the Trustee Fee Rate with respect to each Mortgage Loan. The Administrative Cost Rate for each Mortgage Loan is set forth on Annex A-1 hereto.

(ix)    References to ‘‘Remaining Term to Maturity’’ represent, with respect to each Mortgage Loan, the number of months remaining from the Cut-Off Date to the stated maturity date of such Mortgage Loan (or the remaining number of months to the Anticipated Repayment Date with respect to each ARD Loan).

(x)    References to ‘‘Remaining Amortization Term’’ represent, with respect to each Mortgage Loan, the number of months remaining from the later of the Cut-Off Date and the end of any interest-only period, if any, to the month in which such Mortgage Loan would fully or substantially amortize in accordance with such loan’s amortization schedule without regard to any Balloon Payment, if any, due on such Mortgage Loan.

(xi)    References to ‘‘L (    )’’ or ‘‘Lockout’’ or ‘‘Lockout Period’’ represent, with respect to each Mortgage Loan, the period during which prepayments of principal are prohibited and no substitution of Defeasance Collateral is permitted. The number indicated in the parentheses indicates the number of monthly payments of such period (calculated for each Mortgage Loan from the date of its origination). References to ‘‘O (    )’’ represent the number of monthly payments for which (a) no Prepayment Premium or Yield Maintenance Charge is assessed and (b) defeasance is no longer required. References to ‘‘YM (    )’’ represent the period for which the Yield Maintenance Charge is

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assessed. ‘‘3% ( )’’, ‘‘2% ( )’’ and ‘‘1% (    )’’ each represents the period for which a Prepayment Premium is assessed and the respective percentage used in the calculation thereof. The periods, if any, between consecutive Due Dates occurring prior to the maturity date or Anticipated Repayment Date, as applicable, of a Mortgage Loan during which the related borrower will have the right to prepay such Mortgage Loan without being required to pay a Prepayment Premium or a Yield Maintenance Charge (each such period, an ‘‘Open Period’’) with respect to all of the Mortgage Loans have been calculated as those Open Periods occurring immediately prior to the maturity date or Anticipated Repayment Date, as applicable, of such Mortgage Loan as set forth in the related Mortgage Loan documents.

(xii)    References to ‘‘D (    )’’ or ‘‘Defeasance’’ represent, with respect to each Mortgage Loan, the period (in months) during which the related holder of the Mortgage has the right to require the related borrower, in lieu of a principal prepayment, to pledge to such holder Defeasance Collateral.

(xiii)    References to ‘‘Occupancy Percentage’’ are, with respect to any Mortgaged Property, references as of the most recently available rent rolls to (a) in the case of multifamily properties and assisted living facilities, the percentage of units or pads rented, (b) in the case of office and retail properties, the percentage of the net rentable square footage rented and is exclusive of hospitality properties, and (c) in the case of self-storage facilities, either the percentage of the net rentable square footage rented or the percentage of units rented (depending on borrower reporting), and is exclusive of hospitality properties. For commercial properties, Occupancy Percentages may include tenants who have signed leases but who are not currently occupying their space.

(xiv)    References to ‘‘Original Term to Maturity’’ are references to the term from origination to maturity for each Mortgage Loan (or the term from origination to the Anticipated Repayment Date with respect to each ARD Loan).

(xv)    References to ‘‘NA’’ indicate that, with respect to a particular category of data, such data is not applicable.

(xvi)    References to ‘‘NAV’’ indicate that, with respect to a particular category of data, such data is not available.

(xvii)    References to ‘‘Capital Imp. Reserve’’ are references to funded reserves escrowed for repairs, replacements and corrections of issues outlined in the engineering reports.

(xviii)    References to ‘‘Replacement Reserve’’ are references to funded reserves escrowed for ongoing items such as repairs and replacements, including, in the case of hospitality properties, reserves for furniture, fixtures and equipment. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon.

(xix)    References to ‘‘TI/LC Reserve’’ are references to funded reserves escrowed for tenant improvement allowances and leasing commissions. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon.

(xx)    The sum in any column of any of the following tables may not equal the indicated total due to rounding.

Certain other additional characteristics of the Mortgage Loans presented on a loan-by-loan basis are set forth in Annex A-1 to this prospectus supplement. Additionally, certain of the anticipated characteristics of the Mortgage Loans are set forth in Annex A-7 to this prospectus supplement, and certain additional information regarding the Mortgage Loans is set forth in this prospectus supplement below under ‘‘—Wachovia’s Underwriting Standards’’, ‘‘—CWCapital’s Underwriting Standards’’ and ‘‘—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ and in the prospectus under ‘‘DESCRIPTION OF THE TRUST FUNDS—Mortgage Loans—Leases’’ and ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES’’. Certain Mortgage Loans set forth on Annex E have scheduled principal payments that, when applied in accordance with the distribution waterfall described in "DESCRIPTION OF THE CERTIFICATES—Distributions", are expected to support distributions to the holders of the Class A-1, Class A-2 and Class A-3 Certificates.

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Twenty Largest Mortgage Loans

The following table describes the twenty largest Mortgage Loans or groups of cross-collateralized Mortgage Loans in the Mortgage Pool by Cut-Off Date Balance:

Loan Name				Mortgage Loan Seller				Number of Mortgage Loans / Mortgaged Properties				Loan Group				Cut-Off Date Balance				% of Initial Pool Balance				% of Initial Group 1 Balance				Property Type				Loan Balance Per SF/ Room(1)				Weighted Average DSCR(1)				Cut-Off Date LTV Ratio(1)(2)				LTV Ratio at Maturity or ARD(1)(2)				Weighted Average Mortgage Rate
Prime Outlets Pool					Wachovia			1/10				1				$	315,340,000				11.0	%			12.7	%		Retail – Outlet				$	181				1.21x				80.0	%			70.1	%			5.510	%
Marriott—Chicago, IL					Wachovia			1/1				1					195,000,000				6.8				7.9	%		Hospitality – Full Service				$	163,591				1.86x				64.6	%			58.8	%			5.877	%
530 Fifth Avenue					Wachovia			1/1				1					175,000,000				6.1				7.1	%		Office – CBD				$	350				1.50x				55.6	%			50.8	%			5.629	%
Independent Square					Wachovia			1/1				1					85,000,000				3.0				3.4	%		Office – CBD				$	130				1.37x				74.2	%			69.4	%			5.930	%
Central Parke Pool					Wachovia			1/11				1					83,500,000				2.9				3.4	%		Various				$	103				1.21x				78.0	%			72.9	%			5.830	%
Westfield Gateway					Wachovia			1/1				1					83,000,000				2.9				3.4	%		Retail – Anchored				$	160				2.02x				57.2	%			57.2	%			5.880	%
Hercules Plaza					Wachovia			1/1				1					77,892,043				2.7				3.1	%		Office – CBD				$	150				1.83x				65.7	%			51.4	%			6.270	%
Piedmont Center Buildings 9-12					Wachovia			1/1				1					65,000,000				2.3				2.6	%		Office – CBD				$	118				1.50x				63.4	%			63.4	%			5.850	%
Cotswold Village Shops					Wachovia			1/1				1					51,000,000				1.8				2.1	%		Retail – Anchored				$	199				1.24x				67.3	%			62.8	%			5.830	%
Doubletree Hotel— Scottsdale, AZ					Wachovia			1/1				1					48,000,000				1.7				1.9	%		Hospitality – Full Service				$	126,984				1.28x				73.8	%			69.5	%			5.510	%
								10/29								$	1,178,732,043				41.2	%															1.49x				69.0	%			62.7	%			5.750	%
Campbell Technology Park					Wachovia			1/1				1				$	46,000,000				1.6	%			1.9	%		Office – Suburban				$	165				1.42x				67.6	%			61.9	%			5.640	%
Phillips Place					Wachovia			1/1				1					44,500,000				1.6				1.8	%		Retail – Anchored				$	344				1.38x				78.8	%			78.8	%			5.780	%
Cedarbrook Plaza					Wachovia			1/1				1					44,300,000				1.5				1.8	%		Retail – Anchored				$	78				1.22x				73.8	%			69.1	%			6.040	%
Bethesda Gateway					Wachovia			1/1				1					44,000,000				1.5				1.8	%		Office – CBD				$	295				1.08x				79.6	%			72.0	%			6.060	%
Paoli Shopping Center					Wachovia			1/1				1					40,000,000				1.4				1.6	%		Retail – Anchored				$	241				1.20x				77.4	%			68.6	%			6.010	%
The Paramount Building					Wachovia			1/1				1					39,500,000				1.4				1.6	%		Mixed Use – Office/Retail				$	62				5.46x				16.0	%			16.0	%			5.440	%
Sherry Lane Place					Wachovia			1/1				1					39,000,000				1.4				1.6	%		Office – CBD				$	136				1.20x				62.4	%			54.1	%			5.930	%
Wilshire Roxbury Building					Wachovia			1/1				1					35,789,000				1.3				1.4	%		Office – Suburban				$	332				1.29x				70.2	%			70.2	%			6.370	%
Wyndham Hotel Greenspoint					Wachovia			1/1				1					34,000,000				1.2				1.4	%		Hospitality – Full Service				$	72,034				3.52x				40.6	%			36.4	%			5.660	%
Shoppes at North Village					Wachovia			1/1				1					30,856,000				1.1				1.2	%		Retail – Anchored				$	136				1.67x				63.6	%			63.6	%			5.150	%
								10/10								$	397,945,000				13.9	%															1.90x				63.8	%			59.7	%			5.822	%
								20/39								$	1,576,677,043				55.1	%															1.59x				67.7	%			61.9	%			5.768	%

(1)

The Prime Outlets Pool Loan is part of a split loan structure that includes the Prime Outlets Pool Pari Passu Companion Loan, which is not included in the Trust Fund. With respect to the Prime Outlets Pool Loan, unless otherwise specified, the calculations of LTV Ratios, DSC Ratios and loan balance per square foot are based on the aggregate indebtedness of, or debt service on, as applicable, the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan.

(2)	For purposes of determining LTV ratios, with respect to 1 Mortgage Loan (loan number 3), representing 6.1% of the Cut-Off Date Pool Balance (7.1% of the Cut-Off Date Group 1 Balance), the appraised value for the Mortgaged Property is based on an ‘‘as-stabilized’’ basis.

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Prime Outlets Pool Loan

The Loan.    The Prime Outlets Pool Mortgage Loan (the ‘‘Prime Outlets Pool Loan’’) represents a $315,340,000 mortgage loan evidenced by a pari passu promissory note (the ‘‘Prime Outlets Pool Note’’), dated January 9, 2006, in the original principal amount of $315,340,000. The Mortgaged Property secures the Prime Outlets Pool Loan and the other pari passu promissory note (the ‘‘Prime Outlets Pool Pari Passu Note’’), dated January 9, 2006, in the original principal amount of $315,340,000, and such note is held by the trust fund relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23 transaction. The Prime Outlets Pool Note, together with the Prime Outlets Pool Pari Passu Note, comprise the aggregate indebtedness on the Mortgaged Property in the amount of $630,680,000. The Prime Outlets Pool Loan is secured by first priority mortgages or deeds of trust (the ‘‘Prime Outlets Pool Mortgage’’), subject to permitted encumbrances, on the borrower’s fee and leasehold interests in 10 retail properties located in the following states: 3 Mortgaged Properties are located in Florida and 1 Mortgaged Property is located in each of Texas, Pennsylvania, Ohio, Wisconsin, Illinois, Mississippi and Tennessee. Each Mortgaged Property is a retail outlet shopping center. The Prime Outlets Pool Loan represents approximately 11.0% of the Cut-Off Date Pool Balance. The Prime Outlets Pool Loan was originated on January 9, 2006, and has an outstanding principal balance as of the Cut-Off Date of $315,340,000. The Prime Outlets Pool Note bears interest at 5.510% per annum.

As of the Cut-Off Date, the Prime Outlets Pool Loan has a remaining term of 116 months and matures on January 11, 2016. The Prime Outlets Pool Loan may be (i) prepaid, in whole, but not in part, on or after November 11, 2015 with no prepayment charge, (ii) prepaid with a yield maintenance charge in connection with a release of certain parcels of the Mortgaged Property, in part, at any time after the second anniversary of the Closing Date or (iii) defeased with United States government obligations in whole or in part at any time after the second anniversary of the Closing Date.

The Borrowers.    The borrowers under the Prime Outlets Pool Loan consist of 11 separate special purpose entities: San Marcos Factory Stores, Ltd., Prime Outlets at San Marcos II Limited Partnership, Gulf Coast Factory Shops Limited Partnership, Coral Isle Factory Shops Limited Partnership, Ohio Factory Shops Partnership, Florida Keys Factory Shops Limited Partnership, Grove City Factory Shops Limited Partnership, Gulfport Factory Shops Limited Partnership, Huntley Factory Shops Limited Partnership, The Prime Outlets at Lebanon Limited Partnership and Prime Outlets at Pleasant Prairie LLC. The legal counsel to the borrowers delivered a non consolidation opinion in connection with the origination of the Prime Outlets Pool Loan. The sponsor is David Lichtenstein. Mr. Lichtenstein has built a portfolio of approximately 20,000 apartment units and approximately 27 million square feet of commercial and retail space in 28 states over the past 17 years as president and founder of The Lightstone Group.

Guaranty and Indemnification.    The Prime Outlets Pool Loan is generally non-recourse. The Prime Outlets Pool Loan is fully recourse to the borrower in the event of (a) any proceeding, action, petition or filing under the bankruptcy code or any similar state or federal law now or hereafter in effect relating to bankruptcy, reorganization or insolvency or the arrangement or adjustment of debts is filed by, consented to, or acquiesced in, by the borrower, or if the borrower institutes any proceeding for its dissolution or liquidation or makes an assignment for the benefit of creditors, (b) the borrower or any affiliate contests or interferes with mortgagee’s enforcement of its rights and remedies under the Mortgage Loan documents by asserting any defense (x) as to the validity of the obligations under the Mortgage Loan documents or in any way relating to the structure of the borrower or the enforceability of the mortgagee’s rights and remedies under the Mortgage Loan documents, or (y) for the purpose of delaying, hindering or impairing mortgagee’s rights and remedies under the Mortgage Loan documents (provided that if any such person or entity obtains a non-appealable order successfully asserting a contest, the borrower will not have liability for actions of the borrower described in this clause (b)). Under limited circumstances, the Prime Outlets Pool Loan is recourse to the borrower for losses or damages arising out of certain circumstances, including, but not limited to: (i) fraud or intentional misrepresentation by the borrower, guarantor or any of their affiliates in connection with the Mortgage Loan documents, (ii) misappropriation of tenant security deposits or rent collected more than one month in advance, (iii) misappropriation or conversion by the borrower of insurance proceeds or condemnation proceeds; (iv) the borrower’s failure to comply with certain provisions of the Mortgage Loan documents relating to its organization and

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existence, indemnification of the mortgagee and environmental compliance, (v) any arson or waste to or of the Mortgaged Property or damage to the Mortgaged Property resulting from the intentional acts or intentional omissions of borrower, guarantor or any of their affiliates or, to the extent that there is sufficient cash flow, failure to pay any taxes, or in lieu thereof, deposit a sum equal to any tax into the Prime Outlets Pool Central Account (as defined below), (vi) any claims, actions or proceedings initiated by borrower or any affiliate of the borrower alleging that the relationship between borrower and mortgagee is that of joint venturers, partners, tenants-in-common, joint tenants or any relationship other than that of debtor and creditor, (vii) a transfer in violation of the Mortgage Loan documents, or (viii) the exercise of any right or remedy under any federal, state or local forfeiture laws resulting in the loss of the lien of the Mortgage or the priority thereof, against the Mortgaged Property.

The guarantor of the Prime Outlets Pool Loan is David Lichtenstein. The Prime Outlets Pool Loan becomes recourse to the guarantor for losses or damages arising out of certain circumstances, including, but not limited to: (i) fraud or intentional misrepresentation by the borrower, guarantor, or any of their affiliates in connection with the Mortgage Loan documents; (ii) misappropriation by the borrower, guarantor, or any of their affiliates of tenant security deposits or rent; (iii) misapplication or conversion by the borrower, guarantor or any of their affiliates of insurance proceeds or condemnation proceeds; (iv) any arson or waste to or of the Mortgaged Property or damage to the Mortgaged Property resulting from the intentional acts or intentional omissions of borrower or any affiliate of the borrower, (v) the borrower’s failure to comply with certain provisions of the Mortgage Loan documents relating to its organization and existence, indemnification of the mortgagee and environmental compliance; (vi) the exercise of any right or remedy under any federal, state or local forfeiture laws resulting in the loss or impairment of the lien of the Mortgage or the priority thereof, against the Mortgaged Property or (vii) any claims, actions or proceedings initiated by borrower or any affiliate of the borrower alleging that the relationship between borrower and mortgagee is that of joint venturers, partners, tenants-in-common, joint tenants or any relationship other than that of debtor and creditor. In addition, the Prime Outlets Pool Loan is fully recourse to the guarantor in the event (a) any proceeding, action, petition or filing under the bankruptcy code or any similar state or federal law now or hereafter in effect relating to the bankruptcy, reorganization or insolvency or the arrangement or adjustment of debts of borrower is filed by, consented to or acquiesced in by the borrower or the guarantor, or filed against borrower by any affiliate of either borrower or guarantor, or if the borrower, the guarantor or any of their affiliates institutes any proceeding for the borrower’s dissolution or liquidation, or borrower makes an assignment for the benefit of creditors, (b) of a transfer in violation of the Mortgage Loan documents or (c) the borrower or any affiliate contests or interferes with mortgagee’s enforcement of its rights and remedies under the Mortgage Loan documents by asserting any defense (x) as to the validity of the obligations under the Mortgage Loan documents or in any way relating to the structure of the company or the enforceability of the mortgagee’s rights and remedies under the Mortgage Loan documents, or (y) for the purpose of delaying, hindering or impairing mortgagee’s rights and remedies under the Mortgage Loan documents (provided that if any such person or entity obtains a non-appealable order successfully asserting a contest, guarantor will not have any liabilty for actions of the borrower described in this clause (c)).

Prime Outlets Acquisition Company LLC, an affiliate of the sponsor, has provided a guaranty for all sums required for fully constructing, equipping and completing the improvements and other work (the ‘‘Prime Outlets Pool Project’’) to the Mortgaged Property located in Homestead, Florida, including, without limitation, (i) constructing, equipping, completing and paying for the Prime Outlets Pool Project and (ii) keeping the Mortgaged Property free and clear of all liens connected with or arising from the construction, equipping or completion of the Prime Outlets Pool Project whether equal to or prior in lien priority or subordinate to the lien of the related Mortgage Loan documents.

Insurance.    The borrower is required to maintain insurance against loss or damage by fire, casualty and other hazards included in an ‘‘all-risk’’ policy or its equivalent, with such endorsements as the mortgagee may from time to time reasonably require and which are customarily required by institutional lenders of similar properties similarly situated, including, without limitation, if the Mortgaged Property constitutes a legal non-conforming use, an ordinance of law coverage endorsement which contains coverage for (a) demolition costs, (b) losses due to operation of law, and (c) increased costs of construction covering the Mortgaged Property in an amount not less than (y) 100% of the insurable

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replacement value of the Mortgaged Property or (z) such other amount as is necessary to prevent any reduction in such policy by reason of and to prevent borrower, mortgagee and any other insured thereunder from being deemed to be a co-insurer. In addition, the borrower is required to maintain, in accordance with the Mortgage Loan documents, certain insurance for the Mortgaged Property, including, but not limited to, commercial general liability insurance, business interruption and rent loss insurance, leakage of sprinkler systems insurance, boiler and machinery insurance, flood insurance, worker’s compensation insurance and terrorism insurance. All policies of insurance are required to be issued by one or more financially sound and responsible insurance companies authorized to do business in the state where the Mortgaged Property is located, each with claims paying ability rating and/or financial strength rating of ‘‘A’’ or better by S&P.

Casualty and Condemnation.    The Mortgage Loan documents provide that if the Mortgaged Property is damaged or destroyed, in whole or in part, or if any portion of the Mortgaged Property is taken (or threatened to be taken) by any governmental authority through eminent domain or otherwise, the borrower is required to give prompt notice to the mortgagee.

In connection with a casualty event, the borrower must promptly proceed with the repair, restoration or rebuilding of the Mortgaged Property to a condition such that the Mortgaged Property is at least equal in value to that immediately prior to such damage or destruction or taking (a ‘‘Prime Outlets Pool Restoration’’). Insurance proceeds will be disbursed to the borrower to be used for the Prime Outlets Pool Restoration provided certain conditions are satisfied, including: (a) no default under the Prime Outlets Pool Loan has occurred and is continuing; (b) the mortgagee is reasonably satisfied that the debt service coverage, after substantial completion of the Prime Outlets Pool Restoration, will be at least equal to 1.05x, (c) no more than 30% of the reasonably estimated fair market value of the Mortgaged Property is damaged or destroyed, (d) the mortgagee is reasonably satisfied that the Prime Outlets Pool Restoration can be completed six months prior to the maturity date of the Prime Outlets Pool Loan, and (e) the mortgagee is reasonably satisfied that the Prime Outlets Pool Restoration can be completed within twelve months of the damage to or destruction of the Mortgaged Property. In the event that any of the above conditions are not satisfied, the mortgagee has the option, in its sole discretion, to apply any insurance proceeds it may receive to the payment of the Prime Outlets Pool Loan, without any prepayment fee or charge of any kind, or to allow such proceeds to be used for the Prime Outlets Pool Restoration. In the event that the mortgagee elects or is obligated to allow insurance proceeds to be used for the Prime Outlets Pool Restoration, any excess proceeds remaining after completion of such Prime Outlets Pool Restoration will be applied to the payment of the Prime Outlets Pool Loan without any prepayment fee or charge of any kind.

In the case of a Substantial Taking, condemnation proceeds will be payable to the mortgagee in reduction of the Prime Outlets Pool Loan but without any prepayment fee or charge of any kind, and if the borrower elects to apply any condemnation proceeds it may receive to the payment of the Prime Outlets Pool Loan, the borrower may prepay the balance of the Prime Outlets Pool Loan without any prepayment fee or charge of any kind. A ‘‘Substantial Taking’’ is (i) a taking of such portion of the Mortgaged Property that would, in the mortgagee’s reasonable discretion, leave remaining a balance of the Mortgaged Property which would not under then current economic conditions, applicable development laws and other applicable legal requirements, permit the restoration of the Mortgaged Property so as to constitute a complete, rentable facility of the same sort as existed prior to the taking, having adequate ingress and egress to the Mortgaged Property, capable of producing a projected net operating income (as reasonably determined by the mortgagee) yielding a projected debt service coverage for the next two years of not less than 1.05x, or (ii) a taking which occurs less than two years prior to the maturity date, or (iii) a taking which the mortgagee is not reasonably satisfied could be restored within twelve months and at least six months prior to the maturity date, or (iv) a taking of 15% or more of the Mortgaged Property.

In the event of a taking which is less than a Substantial Taking, the borrower at its sole cost and expense (whether or not the award has been received or will be sufficient for restoration) must proceed diligently to restore, or cause the restoration of, the remaining improvements not so taken, to maintain a complete, rentable, self contained fully operational facility of the same sort as existed prior to the taking in as good a condition as is reasonably possible. In the event of such taking, the mortgagee must receive

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the condemnation proceeds and pay over the same: (i) first, provided no default has occurred and is continuing, to the borrower to the extent of any portion of the award as may be necessary to pay the reasonable cost of restoration of the improvements remaining, and (ii) second, to the mortgagee, in reduction of the Prime Outlets Pool Loan without any prepayment premium or charge of any kind.

Transfer of the Mortgaged Property and Interests in the Borrower.    The Mortgage Loan documents provide that the borrower may not permit, without the prior written consent of the mortgagee, any conveyance, assignment, sale, mortgaging, encumbrance, pledging, hypothecation, granting of a security interest in, granting of options with respect to, or other disposition of all or any portion of any legal or beneficial interest in (a) all or any portion of the Mortgaged Property, or (b) any interest in the borrower (a ‘‘Transfer’’). In addition, the borrower may not further encumber or permit the further encumbrance in any manner of all or any part of the Mortgaged Property. The borrower may not further encumber or permit the further encumbrance in any manner of the borrower or any direct or indirect interest in the borrower, except as expressly described in the following sentence. The holder, directly or indirectly, of all of the legal and equitable interest in the borrower (the ‘‘Prime Outlets Pool Mezzanine Borrower’’), may obtain a loan secured by a pledge of the direct or indirect interest in the borrower (the ‘‘Prime Outlets Pool Mezzanine Loan’’) provided that (i) the Prime Outlets Pool Mezzanine Loan is made to the Prime Outlets Pool Mezzanine Borrower, (ii) the Prime Outlets Pool Mezzanine Loan is not secured by the Mortgaged Property, (iii) the borrower provides to the mortgagee an intercreditor agreement in form and substance acceptable to the mortgagee, (iv) the aggregate loan-to-value ratio does not exceed 90%, (v) the aggregate debt service coverage does not fall below 1.10x, (vi) the borrower pays the mortgagee all of the costs and expenses (including reasonably attorneys fees) incurred by mortgagee and (vii) certain other conditions set forth in the related Mortgage Loan documents.

Partial Release.    The borrower may obtain the release of certain Mortgaged Properties from the lien of the mortgage other than (a) the Mortgaged Properties located in Ellenton, Florida, Grove City, Pennsylvania and Jefferson, Ohio or (b) any Mortgaged Property, together with all prior releases or prepayments, that would result in the principal amount being prepaid and/or defeased in excess of 25% of the initial amount of the Prime Outlets Pool Loan. Prior to any such release, the borrower must satisfy certain conditions described in the Mortgage Loan documents, including, but not limited to: (i)(A) subsequent to the second anniversary of the Closing Date, the defeasance or prepayment, as applicable, of (i) a principal amount equal to 125% of the loan amount allocated to such portion of the Mortgaged Property or (ii) 110% of the amount allocated to such portion of the Mortgaged Property in the case of the Mortgaged Properties located in Huntley, Illinois and Naples, Florida only or (iii) the greater of (a) $43,000 per acre of the out-parcel being released or (b) the net sales price received by the borrower in connection with any sale of the out-parcel to a bona-fide third party which is not an affiliate of the borrower in the case of the Mortgaged Property located in San Marcos, Texas only with respect to the applicable parcel of the Mortgaged Property to be released and (B) such amount as would cause the pro forma aggregate debt service coverage of all cross-collateralized properties immediately following the release to equal the greater of the aggregate debt service coverage as of the Mortgage Loan’s origination date and the aggregate debt service coverage immediately prior to giving effect to such release, (ii) providing evidence that the calculations set forth in (i)(B) above are true, correct and complete in all respects, (iii) no event of default has occurred and is continuing with respect to the Prime Outlets Pool Loan, (iv) the borrower will prepare any documents and instruments necessary to effect such release, and (v) the borrower will pay to the mortgagee, together with any prepayment premium and other amounts due under the Mortgage Loan documents, the applicable yield maintenance charge.

Cash Management and Reserves.    The borrower is required to give to each tenant of the Mortgaged Property an irrevocable direction to deliver all rent payments directly into a mortgagee-designated collection account (the ‘‘Prime Outlets Pool Collection Account’’). The borrower is required to collect all security deposits from tenants and deposit such deposits in a segregated demand deposit bank account at such bank as may be reasonably satisfactory to the mortgagee. Notwithstanding the foregoing, all rents received by the property manager or the borrower are required to be deposited by the property manager or the borrower into the Prime Outlets Pool Collection Account within one business day of receipt. All available funds on deposit in the Prime Outlets Pool Collection Account will be transferred on every business day to a central account (the ‘‘Prime Outlets Pool Central Account’’). The Prime Outlets Pool

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Central Account and the Prime Outlets Pool Collection Account are under the sole dominion and control of the mortgagee. On or before each payment date, all funds transferred or deposited into the Prime Outlets Pool Central Account will be applied as set forth in the Mortgage Loan documents as follows: (i) first, to a reserve for taxes and insurance; (ii) second, to a reserve for the monthly debt service payments; (iii) third, to a reserve for replacement costs; (iv) fourth, to a reserve for reletting expenses, (v) fifth, during any O&M Operative Period (as defined below), to reserves for (a) cash expenses, (b) net capital expenses and (c) extraordinary expenses; (vi) sixth, during any O&M Operative Period (as defined below), the balance, if any, to a curtailment reserve; and (vii) seventh, provided no event of default has occurred and is continuing and subject to certain other conditions set forth in the Mortgage Loan documents, the balance, if any, to the borrower. An ‘‘O&M Operative Period’’ is any period of time commencing upon the determination by the mortgagee that the aggregate debt service coverage for the preceding fiscal quarter is less than 1.05x and terminating on the payment date next succeeding the date upon which the mortgagee has determined that the aggregate debt service coverage has been 1.05x or greater for the two immediately preceding fiscal quarters.

Additional Debt.    The borrower and each or their general partners may not incur any debt or guarantee any obligation other than (i) the Prime Outlets Pool Loan, (ii) unsecured trade and operational debt which (a) is not evidenced by a note, (b) is incurred in the ordinary course of the operation of the applicable parcel of the Mortgaged Property, (c) does not exceed in the aggregate 2% of the initial allocated loan amount with respect to such cross-collateralized property and (d) is paid prior to the earlier to occur of the forty-fifth day after the date incurred and the date when due.

Property Management.    The Mortgaged Properties are managed by Prime Retail, L.P., a Delaware limited partnership, and an affiliate of the borrower (the ‘‘Prime Outlets Pool Manager’’). The Mortgage Loan documents provide that the borrower will manage the Mortgaged Property or cause the Mortgaged Property to be managed in accordance with the ‘‘Approved Manager Standard’’. The Mortgage Loan documents define the Approved Manager Standard as the standard of business operations, practices and procedures customarily employed by entities which possess (i) the employment of a senior executive who has the responsibility for oversight of the Mortgaged Property and has at least seven years of experience in the management of outlet shopping centers and (ii) the management of not less than five outlet shopping center properties (excluding the Mortgaged Properties which secure the Prime Outlets Pool Loan) having an aggregate leaseable square footage of not less than the lesser of (a) one million leaseable square feet and (b) five times the leaseable square feet of the Mortgaged Property. The Prime Outlets Pool Manager is entitled to receive a monthly management fee equal to four percent of the gross rental revenue actually collected and received by the Prime Outlets Pool Manager on behalf of the borrowers by or from the Mortgaged Property during the preceding month and other incentive fees, less the amortized allowance as set forth in the management agreement. See "RISK FACTORS—Potential Conflicts of Interest" in this prospectus supplement.

Intercreditor Agreement.    The holders of the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan are parties to an intercreditor and servicing agreement (the ‘‘Prime Outlets Pool Intercreditor Agreement’’), dated March 7, 2006, which sets forth the payments and rights of such holders. The Prime Outlets Pool Intercreditor Agreement provides that the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan are of equal priority with each other and no portion of any of the loans will have priority or preference over any other. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans—Prime Outlets Pool Loan’’ in this prospectus supplement.

The Mortgaged Properties.    The Mortgaged Properties consist of 10 retail outlet centers located in various locations throughout the United States. The Mortgaged Properties contain approximately 3,492,882 square feet of retail space. As of November 28, 2005, the Mortgaged Properties had an occupancy of approximately 89.0%. Additional information relating to the 10 Mortgaged Properties securing the Prime Outlets Pool Loan is set forth in Annex D to this prospectus supplement.

Recent Hailstorm Damage.    In April 2006, the Prime Outlets at San Marcos Mortgaged Property, representing 2.7% of the Cut-Off Date Pool Balance by allocated loan amount (3.1% of the Cut-Off Date Group 1 Balance by allocated loan amount), suffered hailstorm damage to its roof and exterior. The related insurance policy at the Mortgaged Property is expected to cover any of the costs associated with

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the restoration and repair of the Mortgaged Property. After closing for one day immediately after the hailstorm for maintenance, the Mortgaged Property re-opened and remains open for business.

Pending Renovations.    While there are certain customary capital improvement projects planned at the Mortgaged Properties to maintain the current physical condition, other than the renovations described below, there are not any material renovations pending. However, there is an ongoing renovation at a parcel adjacent to the Prime Outlets at Pleasant Prairie Mortgaged Property for which certain reserves have been taken and a renovation of the Prime Outlets at San Marcos Mortgaged Property for which a completion guaranty has been obtained.

Additional Financial Information.    Additional information with regard to the borrowers, the Mortgaged Properties and the Prime Outlets Pool Loan, including (i) general competitive conditions to which the Mortgaged Properties are subject, (ii) occupancy rates at the Mortgaged Properties, (iii) historical financial performance information (including, net operating income and effective annual rental per square foot for the Mortgaged Properties) and (iv) information regarding lease expirations at the Mortgaged Properties is set forth in the large loan summary for the Prime Outlets Pool Loan contained in Annex D to this prospectus supplement.

Additional information with respect to loan number 1, detailed descriptions of loan numbers 2 through 10 and certain additional information with respect to loan numbers 11 through 20 are attached to this prospectus supplement as Annex D. Prospective investors are encouraged to carefully review the entire prospectus supplement, including each attached Annex, which are considered part of this prospectus supplement.

The Sponsors

Wachovia Bank, National Association

General.    Wachovia Bank, National Association (‘‘Wachovia’’), a national banking association, is a Sponsor of this securitization, acquired or originated and underwrote 141 Mortgage Loans included in the Trust Fund. Wachovia is a national bank and acquires and originates mortgage loans for its own portfolio and for public and private securitizations through its network of 13 regional offices and 3,131 financial centers. Wachovia’s principal offices are located in Charlotte, North Carolina, and its telephone number is (704) 374-6161. Wachovia is also acting as a Mortgage Loan Seller and as the Master Servicer with respect to the Offered Certificates. Wachovia is an affiliate of Wachovia Capital Markets, LLC, one of the Underwriters, and of Wachovia Commercial Mortgage Securities, Inc. (the ‘‘Depositor’’). See ‘‘THE SPONSOR’’ in the accompanying prospectus.

Wachovia’s Securitization Program.    One of Wachovia’s primary business lines is the underwriting and origination of mortgage loans secured by commercial or multifamily properties. With respect to mortgage loans that are originated for securitization purposes, Wachovia sells these loans through its CMBS securitization program. Wachovia, with its commercial mortgage lending affiliates and predecessors, began originating and securitizing commercial mortgage loans in 1995. As of January 1, 2006, the total amount of commercial mortgage loans originated and securitized by Wachovia since 1995 is approximately $42.7 billion. Approximately $39.4 billion have been securitized by an affiliate of Wachovia acting as depositor, and approximately $3.9 billion have been securitized by an unaffiliated entity acting as depositor. In its fiscal year ended December 31, 2005, Wachovia originated and securitized approximately $16.2 billion of commercial mortgage loans, of which approximately $15.7 billion were securitized by an affiliate of Wachovia acting as depositor, and approximately $500 million were securitized by an unaffiliated entity acting as depositor.

Wachovia and its affiliates have been and are currently involved with the origination and/or securitization of auto loans and leases, student loans, home equity loans, credit card receivables, manufactured housing contracts, commercial equipment leases, residential mortgage loans and commercial mortgage loans, as well as less traditional asset classes. Wachovia and its affiliates have also participated in a variety of collateralized loan obligation transactions, synthetic securitizations and asset-backed commercial paper programs. Wachovia and its affiliates have served as sponsors, issuers, dealers, and servicers in a wide array of securitization transactions. Additionally, Wachovia acts as master servicer, special servicer and/or swap counterparty on various commercial mortgage-backed securitizations.

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Wachovia’s commercial mortgage loan securitization program has grown from approximately $423 million of securitized commercial mortgage loans in 1995 to approximately $3.4 billion of securitized commercial mortgage loans in 2001 and to approximately $16.2 billion of securitized commercial mortgage loans in 2005. The commercial mortgage loans originated and securitized by Wachovia include both fixed and floating-rate loans, that generally range in size from $2 million up to $500 million. Wachovia primarily originates loans secured by retail, office, multifamily, hospitality, industrial and self-storage properties, but also originates loans secured by manufactured housing communities, land subject to a ground lease and mixed use properties. Wachovia originates loans in each of the 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands.

As a sponsor, Wachovia originates mortgage loans with the intent to securitize them and, either by itself or together with other sponsors or loan sellers, initiates a securitization by transferring the mortgage loans to a depositor, which in turn transfers them to the issuer for the related securitization. In coordination with Wachovia Capital Markets, LLC and other underwriters. Wachovia works with rating agencies, other loan sellers and servicers in structuring securitization transactions. Wachovia, or an affiliate, acts as sponsor, originator, underwriter or loan seller both in transactions in which it is the sole sponsor and mortgage loan seller as well as in transactions in which other entities act as sponsor and/or mortgage loan seller. Wachovia’s primary securitization program is the Wachovia Bank Commercial Mortgage Trust program, in which Wachovia and other national banks and corporations generally act as mortgage loan sellers and Wachovia Commercial Mortgage Securities, Inc., an affiliate of Wachovia, acts as the depositor. As of January 1, 2006, Wachovia securitized approximately $39.4 billion through the Wachovia Bank Commercial Mortgage Trust program (or predecessor programs).

Wachovia’s Underwriting Standards

General.    Wachovia’s commercial real estate finance group has the authority, with the approval from the appropriate credit committee, to originate fixed-rate, first lien commercial or multifamily mortgage loans for securitization. Wachovia’s commercial real estate finance operation is staffed by real estate professionals. Wachovia’s loan underwriting group is an integral component of the commercial real estate finance group which also includes groups responsible for loan origination and closing mortgage loans.

Upon receipt of a loan application, Wachovia’s loan underwriters commence an extensive review of the borrower’s financial condition and creditworthiness and the real property which will secure the loan.

Notwithstanding the discussion below, given the unique nature of income-producing real properties, the underwriting and origination procedures and the credit analysis with respect to any particular multifamily or commercial mortgage loan may differ significantly from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, physical quality, size, environmental condition, location, market conditions, capital reserve requirements and additional collateral, tenants and leases, borrower identity, borrower sponsorship and/or performance history, and certain other factors. Consequently, there can be no assurance that the underwriting of any particular multifamily or commercial mortgage loan will conform to the general guidelines described in this ‘‘—Wachovia's Underwriting Standards’’ section.

Loan Analysis.    Generally, Wachovia performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan. In general, credit analysis of the borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third-party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower. Wachovia typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities although they are generally not required to be structured to limit the possibility of becoming insolvent or bankrupt. The collateral analysis typically includes an analysis of the historical property operating statements, rent rolls, operating budgets, a projection of future performance, if applicable, and a review of tenant leases. Wachovia generally requires third-party appraisals, as well as environmental and property condition reports and, if determined by Wachovia to be applicable, seismic reports. Each report is reviewed for acceptability by a staff member of Wachovia or

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a third-party consultant for compliance with program standards. Generally, the results of these reviews are incorporated into the underwriting report. Four (4) Mortgage Loans (loan numbers 94, 115, 135 and 152), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), sold to the Depositor by Wachovia, were originated by Branch Banking and Trust Company. Additionally, 1 Mortgage Loan (loan number 7), representing 2.7% of the Cut-Off Date Pool Balance (3.1% of the Cut-Off Date Group 1 Balance), sold to the Depositor by Wachovia, was originated by Caplease Services Corp. One (1) Mortgage Loan (loan number 23), representing 1.0% of the Cut-Off Date Pool Balance (1.1% of the Cut-Off Date Group 1 Balance), sold to the Depositor by Wachovia, was originated by Citigroup Global Markets Realty Corp. Additionally, 1 Mortgage Loan (loan number 25), representing 0.9% of the Cut-Off Date Pool Balance (1.1% of the Cut-Off Date Group 1 Balance), sold to the Depositor by Wachovia, was originated by GIT Trading Corp. In each case, Wachovia re-underwrote such Mortgage Loans to Wachovia’s underwriting guidelines. In some instances, one or more provisions of the guidelines were waived or modified by Wachovia where it was determined not to adversely affect the Mortgage Loans originated by it in any material respect.

Loan Approval.    Prior to commitment, all mortgage loans to be originated by Wachovia must be approved by one or more—depending on loan size—specified internal committees or by officers of Wachovia, which may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Determination of Revenue and Expense at a Mortgaged Property.    The repayment of a Mortgage Loan is typically dependent upon the successful operation of the related Mortgaged Property and the ability of that Mortgaged Property to generate income sufficient to make payments on the loan. Accordingly, Wachovia will analyze whether cash flow expected to be derived from the Mortgaged Property will be sufficient to make the required payments under that Mortgage Loan over its expected term, taking into account, among other things, revenues and expenses for, and other debt currently secured by, or that in the future may be secured by, the Mortgaged Property as well as debt secured by pledges of the ownership interests in the related borrower, any related debt service reserves and other sources of income or payment or factors expected to affect such matters.

Wachovia uses both objective and subjective measures to determine the revenue generated and the expenses incurred at each Mortgaged Property. In determining the ‘‘revenue’’ component of Net Cash Flow for each Mortgaged Property securing a Wachovia Mortgage Loan, Wachovia generally relied on a rent roll and/or other known, signed tenant leases, executed extension options, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and, where the actual vacancy shown thereon and the market vacancy was less than 5.0%, assumed a 5.0% vacancy in determining revenue from rents, except that in the case of certain non-multifamily properties, space occupied by such anchor or single tenants or other large creditworthy tenants may have been disregarded (or a rate of less than 5.0% has been assumed) in performing the vacancy adjustment due to the length of the related leases or creditworthiness of such tenants. Where the actual or market vacancy was greater than 5.0%, Wachovia determined revenue from rents by generally relying on a rent roll and/or other known, signed leases, executed lease extension options, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and the greater of (a) actual historical vacancy at the related Mortgaged Property, (b) historical vacancy at comparable properties in the same market as the related Mortgaged Property, and (c) 5.0%. In determining revenue for multifamily and self storage properties, the Mortgage Loan Sellers generally either reviewed rental revenue shown on the rolling 3-month operating statements for multifamily properties or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one-to-twelve month periods. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 85.0% and daily rates achieved during the prior one-to-three year annual reporting period. In the case of residential health care facilities, receipts were based on historical occupancy levels, historical operating revenues and then current occupancy rates. Occupancy rates for the private health care facilities were generally within then current market ranges, and vacancy levels were generally a minimum of 5.0%. The borrowers’ financial information used to determine revenue was in most cases borrower certified, but unaudited, and neither the Mortgage Loan Sellers nor the Depositor verified their accuracy. In general,

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any non-recurring items and non-property related revenue were eliminated from the calculation except in the case of residential health care facilities.

In determining the ‘‘expense’’ component of Net Cash Flow for each Mortgaged Property securing a Wachovia Mortgage Loan, Wachovia generally relied on rolling 12-month operating statements and/or full-year or year-to-date financial statements supplied by the related borrower, except that (a) if tax or insurance expense information more current than that reflected in the financial statements was available, the newer information was used, (b) property management fees were generally assumed to be 1.0% to 7.0% of effective gross revenue, (c) assumptions were made with respect to reserves for leasing commissions, tenant improvement expenses and capital expenditures and (d) expenses were assumed to include annual replacement reserves. In addition, in some instances, Wachovia recharacterized as capital expenditures those items reported by borrowers as operating expenses (thus increasing ‘‘net cash flow’’) where Wachovia determined appropriate.

The amounts described as revenue and expense in the two preceding paragraphs are often highly subjective values. For example, when calculating revenue or expense for a Mortgaged Property securing a Wachovia Mortgage Loan, Wachovia may make assumptions regarding projected rental income, expenses and/or occupancy, including, without limitation, one or more of the following:

	•	the assumption that a particular tenant at a Mortgaged Property has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy and commence paying rent on a future date;

	•	the assumption that an unexecuted lease that is currently being negotiated with respect to a particular tenant at a Mortgaged Property or is out for signature will be executed and in place on a future date;

	•	the assumption that a portion of currently vacant and unleased space at a Mortgaged Property will be leased at current market rates and consistent with occupancy rates of comparable properties in the subject market;

	•	the assumption that certain rental income that is to be payable commencing on a future date under a signed lease, but where the subject tenant is in an initial rent abatement or free rent period or has not yet taken occupancy, will be paid commencing on such future date;

	•	assumptions regarding the probability of renewal or extension of particular leases and/or the re-leasing of certain space at a Mortgaged Property and the anticipated effect on capital and re-leasing expenditures;

	•	assumptions regarding the costs and expenses, including leasing commissions and tenant improvements, associated with leasing vacant space or releasing occupied space at a future date;

	•	assumptions regarding future increase or decreases in expenses, or whether certain expenses are capital expenses or should be treated as expenses which are not recurring; and

	•	various additional lease-up assumptions and other assumptions regarding the payment of rent not currently being paid.

There is no assurance that the foregoing assumptions made with respect to any prospective multifamily or commercial mortgage loan will, in fact, be consistent with actual property performance. Accordingly, based on such subjective assumptions and analysis, there can be no assurance that the underwriting analysis of any particular Wachovia Mortgage Loan will conform to the foregoing descriptions in every respect or to any similar analysis which may be performed by other persons or entities.

DSC Ratios and LTV Ratios.    Generally, the DSC Ratios for Wachovia Mortgage Loans will be equal to or greater than 1.20x; provided, however, exceptions may be made when consideration is given to circumstances particular to the Mortgage Loan, the related Mortgaged Property, LTV Ratio, reserves or other factors. For example, Wachovia may originate a Mortgage Loan with a DSC Ratio below 1.20x based on, among other things, the amortization features of the Mortgage Loan (for example, if the Mortgage Loan provides for relatively rapid amortization), the type of tenants and leases at the

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Mortgaged Property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wachovia’s judgment of improved property and/or market performance in the future and/or other relevant factors.

Generally, the LTV Ratio for Wachovia Mortgage Loans will be equal to or less than 80%; provided, however, exceptions may be made when consideration is given to circumstances particular to the Mortgage Loan, the related Mortgaged Property, debt service coverage, reserves or other factors. For example, Wachovia may originate a Mortgage Loan with an LTV Ratio above 80% based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the related Mortgaged Property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wachovia’s judgment of improved property and/or performance in the future and/or other relevant factors.

While the foregoing discussion generally reflects how calculations of DSC Ratios and LTV Ratios are made, it does not necessarily reflect the specific calculations made to determine the DSC Ratio and the LTV Ratio disclosed in this prospectus supplement. For specific details on the calculations of the DSC Ratio and the LTV Ratio in this prospectus supplement, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information.’’

Additional Debt.    When underwriting a multifamily or commercial mortgage loan, Wachovia will take into account whether the mortgaged property and/or direct or indirect interest in a related borrower are encumbered by additional debt and will analyze the likely effect of that additional debt on repayment of the subject mortgage loan. It is possible that Wachovia or an affiliate will be the lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it in inventory.

The DSC Ratios and LTV Ratios described above under ‘‘—DSC Ratios and LTV Ratios’’ may be significantly below 1.20x and significantly above 80%, respectively, when calculated taking into account the existence of additional debt secured by the related real property collateral or directly or indirectly by equity interests in the related borrower.

Assessments of Property Condition.    As part of the underwriting process, Wachovia will analyze the condition of the real property collateral for a prospective multifamily or commercial mortgage loan. To aid in that analysis, Wachovia may, subject to certain exceptions, inspect or retain a third party to inspect the property and will in most cases obtain the property assessments and reports described below.

Appraisals.    Wachovia will, in most cases, require that the real property collateral for a prospective multifamily or commercial mortgage loan be appraised by a state certified appraiser, an appraiser belonging to the Appraisal Institute, a membership association of professional real estate appraisers, or an otherwise qualified appraiser. In addition, Wachovia will generally require that those appraisals be conducted in accordance with the Uniform Standards of Professional Appraisal Practices developed by The Appraisal Foundation, a not-for-profit organization established by the appraisal profession. Furthermore, the appraisal report will usually include or be accompanied by a separate letter that includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal. In some cases, however, Wachovia may establish the value of the subject real property collateral based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

Environmental Assessment.    Wachovia may require a Phase I environmental assessment with respect to the real property collateral for a prospective multifamily or commercial mortgage loan. However, when circumstances warrant, Wachovia may utilize an update of a prior environmental assessment, a transaction screen or a desktop review. Alternatively, Wachovia might forego an environmental assessment in limited circumstances, such as when it has obtained the benefits of an environmental insurance policy or an environmental guarantee. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint and lead in drinking water will usually be conducted only at multifamily rental properties and only when Wachovia or the environmental consultant believes that special circumstances warrant such an analysis.

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Depending on the findings of the initial environmental assessment, Wachovia may require additional record searches or environmental testing, such as a Phase II environmental assessment with respect to the real property collateral.

Engineering Assessment. In connection with the origination process, Wachovia may require that an engineering firm inspect the real property collateral for any prospective multifamily or commercial mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, Wachovia will determine the appropriate response, if any, to any recommended repairs, corrections or replacements and any identified deferred maintenance.

Seismic Report.    If the subject real property collateral consists of improvements located in California or in seismic zone 3 or 4, Wachovia may require a report to establish the probable maximum or bounded loss for the improvements at the property as a result of an earthquake. If that loss is in excess of 20% of the estimated replacement cost for the improvements at the property, Wachovia may require retrofitting of the improvements or that the borrower obtain earthquake insurance if available at a commercially reasonable price. It should be noted, however, that because the seismic assessments may not necessarily have used the same assumptions in assessing probable maximum loss, it is possible that some of the real properties that were considered unlikely to experience a probable maximum loss in excess of 20% of estimated replacement cost might have been the subject of a higher estimate had different assumptions been used.

Zoning and Building Code Compliance.    In connection with the origination of a multifamily or commercial mortgage loan, Wachovia will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.

Where a property as currently operated is a permitted nonconforming use and/or structure and the improvements may not be rebuilt to the same dimensions or used in the same manner in the event of a major casualty, Wachovia will consider whether—

	•	any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring;

	•	casualty insurance proceeds together with the value of any additional collateral would be available in an amount estimated by Wachovia to be sufficient to pay off the related mortgage loan in full;

	•	the real property collateral, if permitted to be repaired or restored in conformity with current law, would in Wachovia’s judgment constitute adequate security for the related mortgage loan;

	•	a variance or other similar change in applicable zoning restrictions is potentially available, or whether the applicable governing entity is likely to enforce the related limitations; and/or

	•	to require the related borrower to obtain law and ordinance insurance.

Escrow Requirements.    Generally, Wachovia requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Wachovia are as follows:

	•	Taxes—Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide the Wachovia with sufficient funds to satisfy all taxes and assessments. Wachovia may waive this escrow requirement under certain circumstances.

	•	Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Wachovia with sufficient funds to pay all insurance premiums. Wachovia may waive this escrow requirement under certain circumstances.

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	•	Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Wachovia may waive this escrow requirement under certain circumstances.

	•	Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable Mortgage Loan, Wachovia generally requires that at least 110% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable Mortgage Loan. Wachovia may waive this escrow requirement under certain circumstances.

	•	Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the Wachovia Mortgage Loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the Wachovia Mortgage Loan and/or during the related Mortgage Loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.

Furthermore, Wachovia may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed. In some cases, Wachovia may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and Wachovia’s evaluation of the ability of the Mortgaged Property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

CWCapital LLC

General.    CWCapital LLC (‘‘CWCapital’’) is a Massachusetts limited liability company, whose principal offices are located in Needham, Massachusetts. CWCapital is an affiliate of CWCapital Asset Management LLC, which is the special servicer, and Cadim TACH inc., which is anticipated to be the initial Controlling Class Representative. In addition, CWCapital will act as primary servicer of the CWCapital Mortgage Loans.

CWCapital was organized as a limited liability company in the State of Massachusetts in April 2002. CWCapital is a wholly-owned subsidiary of CW Financial Services LLC. The principal offices of CWCapital are located at One Charles River Place, 63 Kendrick Street, Needham, Massachusetts 02494. CWCapital’s telephone number is (781) 707-9300.

CWCapital and its predecessor entities have been lending and investing in the commercial real estate industry since 1992.

CWCapital’s Securitization Program

CWCapital commenced directly selling mortgage loans into securitizations in the fall of 2004. To date, CWCapital has sold commercial mortgage loans (in each case, along with other mortgage loan sellers/sponsors) into a total of six transactions, among four different securitization programs. CWCapital originates commercial mortgage loans primarily for securitization, with the remainder being sold in third-party whole loan sales or for inclusion in CDOs. The commercial mortgage loans originated by CWCapital include both fixed-rate loans and floating-rate loans and both conduit loans and large loans. CWCapital also originates and acquires mezzanine debt which is generally not securitized, and originates first mortgage loans pursuant to programs sponsored by the U.S. Department of Housing and Urban Development and the Federal National Mortgage Association.

CWCapital has originated in excess of $1,200,000,000 in commercial mortgage loans that were ultimately included in securitizations since the inception of its commercial mortgage securitization program in 2004, of which approximately $253,000,000 and $598,000,000 were securitized in 2004 and 2005, respectively. Approximately $69,728,090 of commercial mortgage loans are expected to be purchased by the Depositor for inclusion in the Trust Fund.

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As a sponsor, CWCapital originates mortgage loans and either by itself or together with other sponsors or loan sellers, initiates the securitization of them by transferring the mortgage loans to a depositor, which loans will ultimately be transferred to the issuing entity for the related securitization. In coordination with the underwriters for the related securitization, CWCapital works with rating agencies, loan sellers and servicers in structuring the securitization transaction.

CWCapital is an affiliate of the special servicer and the initial Controlling Class Representative. CWCapital is also the primary servicer with respect to the CWCapital Mortgage Loans that will be sold to the Trust Fund.

All of the CWCapital Mortgage Loans were sold to CWCapital Mortgage Securities I LLC (‘‘CWCMSI’’ ), one of its affiliates, after their respective origination or acquisition dates, which will then sell such Mortgage Loans to the Trust Fund. However, all references in this prospectus supplement to ‘‘seller’’ with respect to such Mortgage Loans refer or will be deemed to refer to CWCapital LLC, the representations and warranties made by CWCapital in connection with the sale to CWCMSI will be separately made to the depositor by CWCapital and recourse to cure a material document defect or a material breach in respect of such mortgage loans or to repurchase or replace any of such mortgage loans, if defective, will be solely against CWCapital.

CWCapital’s Underwriting Standards

Loan Analysis.    Generally, CWCapital performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan. In general, credit analysis of the borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third-party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower. CWCapital typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities and are generally required to be structured to limit the possibility of becoming insolvent or bankrupt. The collateral analysis typically includes an analysis of the historical property operating statements, rent rolls, operating budgets, and a review of tenant leases. CWCapital generally requires third-party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a staff member of CWCapital or a third-party consultant for compliance with program standards. One (1) Mortgage Loan (loan number 52), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), sold to the Depositor by CWCMSI, was originated by The Northwestern Mutual Life Insurance Company. CWCapital re-underwrote such Mortgage Loan to its underwriting guidelines. In some instances, one or more provisions of the guidelines were waived or modified by CWCapital where it was determined not to adversely affect the Mortgage Loans originated by it in any material respect.

DSC Ratios and LTV Ratios.    Generally, the DSC Ratios for the mortgage loans that CWCapital originates will be equal to or greater than 1.20x; provided, however, exceptions may be made when consideration is given to circumstances particular to the mortgage loan, the related property, LTV Ratio, reserves or other factors. For example, CWCapital may originate a mortgage loan with a DSC Ratio below 1.20x based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, CWCapital's judgment of improved property and/or market performance in the future and/or other relevant factors.

Generally, the LTV Ratio for the mortgage loans that CWCapital originates will be equal to or less than 80%; provided, however, exceptions may be made when consideration is given to circumstances particular to the mortgage loan, the related property, DSC Ratio, reserves or other factors. For example, CWCapital may originate a mortgage loan with a LTV Ratio above 80% based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the related property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, CWCapital's judgment of improved property and/or performance in the future and/or other relevant factors.

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While the foregoing discussion generally reflects how calculations of DSC Ratios and LTV Ratios are made, it does not necessarily reflect the specific calculations made to determine the DSC Ratios and the LTV Ratios disclosed in this prospectus supplement. For specific details on the calculations of the DSC Ratios and the LTV Ratios in this prospectus supplement, see "DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information."

Environmental Assessments and Insurance.    ‘‘Phase I’’ environmental site assessments or updates of previously conducted assessments are performed on all of the properties. ‘‘Phase II’’ environmental site assessments are performed on some properties. These environmental site assessments are performed for CWCapital or the report is delivered to CWCapital as part of its acquisition or origination of the mortgage loan. With respect to a majority of the properties, these environmental assessments are performed during the 12-month period before the applicable cut-off date.

Additionally, all borrowers are required to provide customary environmental representations, warranties and covenants relating to the existence and use of hazardous substances on the related properties.

Any material adverse environmental conditions or circumstances revealed by these environmental assessments for the Mortgaged Properties are described in ‘‘RISK FACTORS—Environmental Laws May Adversely Affect the Value of and Cash Flow from a Mortgaged Property.’’

Property Condition Assessments.    Inspections or updates of previously conducted inspections were conducted by independent licensed engineers or architects or both for all of the properties in connection with the origination or the purchase of the related mortgage loan. For a majority of the properties, the inspections will be conducted within the 12-month period before the applicable cut-off date. The inspections are conducted to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a property. The resulting reports on some of the properties may indicate a variety of deferred maintenance items and recommended capital expenditures. In some instances, repairs or maintenance are required to be completed before closing or cash reserves are required to be established to fund the deferred maintenance or replacement items or both.

Appraisal.    An appraisal for each property is performed or an existing appraisal is updated in connection with the origination or the purchase of the related mortgage loan. For a majority of the properties, the appraisals will be performed during the 12-month period before the applicable cut-off date. The appraised value of the related property or properties is greater than the original principal balance of the related mortgage loan or the aggregate original principal balance of any set of cross-collateralized loans. All such appraisals are conducted by an independent appraiser that is state-certified or designated as a member of the Appraisal Institute. The appraisal (or a separate letter) for all properties will contain a statement by the appraiser to the effect that the appraisal guidelines of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, were followed in preparing the appraisal. For a discussion of the risks related to appraisals, see ‘‘RISK FACTORS—Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property.’’

For information about the values of the Mortgaged Properties available to the Depositor as of the Cut-Off Date, see Annex A-1 to this prospectus supplement.

Seismic Report.    If the property consists of improvements located in California or in seismic zone 3 or 4, CWCapital may require a report to establish the probable maximum or bounded loss for the improvements at the property as a result of an earthquake. If that loss is in excess of 20% of the estimated replacement cost for the improvements at the property, CWCapital may require retrofitting of the improvements or that the borrower obtain earthquake insurance if available at a commercially reasonable price. It should be noted, however, that because the seismic assessments may not necessarily use the same assumptions in assessing probable maximum loss, it is possible that some of the real properties that are considered unlikely to experience a probable maximum loss in excess of 20% of estimated replacement cost might have been the subject of a higher estimate had different assumptions been used. See "RISK FACTORS—Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses" in this prospectus supplement.

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Zoning and Building Code Compliance.    In connection with the origination of a mortgage loan, CWCapital will generally consider whether the use and occupancy of the related real property is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.

Hazard, Liability and Other Insurance.    The mortgage loans typically require that the property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan and 100% of the full insurable replacement cost of the improvements located on the property. If applicable, the policy will contain appropriate endorsements to avoid the application of co-insurance and will not permit reduction in insurance proceeds for depreciation, except in certain instances where credit tenants are required to obtain this insurance or may self-insure.

Flood insurance, if available, must be in effect for any property that at the time of origination included improvements in any area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, be provided by a generally acceptable insurance carrier and be in an amount representing coverage not less than the least of:

	(1)	the outstanding principal balance of the mortgage loan;

	(2)	the full insurable value of the property;

	(3)	the maximum amount of insurance available under the National Flood Insurance Act of 1968; and

	(4)	100% of the replacement cost of the improvements located on the property, except in some cases where self-insurance is permitted.

The standard form of hazard insurance policy typically covers physical damage or destruction of the improvements on the property caused by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions to coverage, including exclusions related to acts of terrorism. Generally, each of the mortgage loans will require that the property have coverage for terrorism or terrorist acts, if such coverage is available at commercially reasonable rates, and in some cases, there will be a cap on the amount that the related borrower will be required to expend on terrorism insurance.

Each mortgage typically also requires the borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount customarily required by institutional lenders.

Each mortgage typically further requires the related borrower to maintain business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related property for not less than twelve months.

Earnouts and Additional Collateral Loans.    Some of the mortgage loans will additionally be secured by cash reserves or irrevocable letters of credit that will be released upon satisfaction by the borrower of leasing-related or other conditions, including, in some cases, achieving specified DSC Ratios or LTV Ratios. For a description of the cash reserves or letters or credit and related earnout information with respect to the CWCapital Mortgage Loans, see Annex A-1 to this prospectus supplement.

Escrow Requirements.    Generally, CWCapital requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by CWCapital are as follows:

	•	Taxes—Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide CWCapital with sufficient funds to satisfy all taxes and assessments. CWCapital may waive this escrow requirement under certain circumstances.

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	•	Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide CWCapital with sufficient funds to pay all insurance premiums. CWCapital may waive this escrow requirement under certain circumstances.

	•	Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. CWCapital may waive this escrow requirement under certain circumstances.

	•	Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable mortgage loan, CWCapital generally requires that at least 110% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan. CWCapital may waive this escrow requirement under certain circumstances.

	•	Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the related loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the related mortgage loan and/or during the related loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.

Furthermore, CWCapital may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed. In some cases, CWCapital may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and CWCapital's evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

CWCapital’s Servicing

CWCapital will enter into a subservicing agreement with the Master Servicer in order to become a primary servicer with respect to the CWCapital Mortgage Loans. For additional information about CWCapital as primary servicer, see ‘‘SERVICING OF THE MORTGAGE LOANS—CWCapital as a Primary Servicer’’ in this prospectus supplement.

The Depositor

Wachovia Commercial Mortgage Securities, Inc., a North Carolina corporation, is the Depositor. The Depositor is a wholly-owned subsidiary of Wachovia Bank, National Association, a national banking association, which is a wholly-owned subsidiary of Wachovia Corporation, a North Carolina corporation. The Depositor purchases commercial mortgage loans and interests in commercial mortgage loans for the purpose of selling such commercial mortgage loans and interests to trusts created in connection with the securitization of pools of assets and does not engage in any activities unrelated thereto.

The Depositor remains responsible under the Pooling and Servicing Agreement for providing the Master Servicer, Special Servicer and Trustee with certain information and other assistance requested by those parties and reasonably necessary to performing their duties under the Pooling and Servicing Agreement. The Depositor also remains responsible for mailing notices to the Certificateholders upon the appointment of certain successor entities under the Pooling and Servicing Agreement.

Significant Obligor

The Mortgaged Property securing the Prime Outlets Pool Loan represents 11.0% of the Cut-Off Date Pool Balance (12.7% of the Cut-Off Date Group 1 Balance). The borrowers under the Prime Outlets Pool Loan are San Marcos Factory Stores, Ltd., Prime Outlets at San Marcos II Limited Partnership, Gulf

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Coast Factory Shops Limited Partnership, Coral Isle Factory Shops Limited Partnership, Ohio Factory Shops Partnership, Florida Keys Factory Shops Limited Partnership, Grove City Factory Shops Limited Partnership, Gulfport Factory Shops Limited Partnership, Huntley Factory Shops Limited Partnership, The Prime Outlets at Lebanon Limited Partnership and Prime Outlets at Pleasant Prairie LLC. The Mortgaged Property securing the Prime Outlets Pool Loan and related borrowers described above are described more fully in ‘‘DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans’’ and Annex D to this prospectus supplement.

The Mortgage Loan Sellers

The Depositor will acquire the Mortgage Loans from the Mortgage Loan Sellers on or prior to the Closing Date pursuant to separate mortgage loan purchase agreements (each, a ‘‘Mortgage Loan Purchase Agreement’’ and together, the ‘‘Mortgage Loan Purchase Agreements’’). The Mortgage Loan Sellers originated or acquired the Mortgage Loans as described above under ‘‘—Mortgage Loan History’’.

One hundred and forty-one (141) of the Mortgage Loans (the ‘‘Wachovia Mortgage Loans’’), representing 97.6% of the Cut-Off Date Pool Balance (109 Mortgage Loans in Loan Group 1 or 97.7% of the Cut-Off Date Group 1 Balance and 32 Mortgage Loans in Loan Group 2 or 96.7% of the Cut-Off Date Group 2 Balance), were originated or acquired by Wachovia Bank, National Association (‘‘Wachovia’’).

Eleven (11) of the Mortgage Loans (the ‘‘CWCapital Mortgage Loans’’), representing 2.4% of the Cut-Off Date Pool Balance (8 Mortgage Loans in Loan Group 1 or 2.3% of the Cut-Off Date Group 1 Balance and 3 Mortgage Loans in Loan Group 2 or 3.3% of the Cut-Off Date Group 2 Balance), were originated or acquired by CWCapital LLC (‘‘CWCapital’’) and subsequently sold by CWCapital to CWCapital Mortgage Securities I LLC. For purposes of the information contained in this prospectus supplement (including the Annexes to this prospectus supplement), although 11 Mortgage Loans, representing 2.4% of the Cut-Off Date Pool Balance, were sold to the Trust Fund by CWCapital Mortgage Securities I LLC, all references to ‘‘mortgage loan seller’’ or ‘‘seller’’ with respect to the CWCapital Mortgage Loans will be deemed to refer to CWCapital. The representations and warranties made by CWCapital in connection with the sale of the CWCapital Mortgage Loans to CWCapital Mortgage Securities I LLC will be separately made to the Depositor by CWCapital and the sole recourse to cure a material document defect or a material breach in respect of the CWCapital Mortgage Loans or to repurchase or replace any of the CWCapital Mortgage Loans, if defective, will be against CWCapital.

Wachovia has no obligation to repurchase or substitute any of the CWCapital Mortgage Loans. CWCapital has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans.

All information concerning the Wachovia Mortgage Loans contained in or used in the preparation of this prospectus supplement has been provided by Wachovia. All information concerning the CWCapital Mortgage Loans contained in or used in the preparation of this prospectus supplement has been provided by CWCapital.

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Assignment of the Mortgage Loans; Repurchases and Substitutions

On the Closing Date, the Depositor will acquire the Mortgage Loans from each Mortgage Loan Seller and will simultaneously transfer the Mortgage Loans, without recourse, to the Trustee for the benefit of the Certificateholders.

In connection with the above-described transfers, the Depositor will require each Mortgage Loan Seller to deliver to the Trustee or to a document custodian appointed by the Trustee (a ‘‘Custodian’’), among other things, the following documents with respect to each Mortgage Loan originated by the applicable Mortgage Loan Seller (the ‘‘Mortgage File’’): (i) the original Mortgage Note, endorsed on its face or by allonge attached thereto, without recourse, to the order of the Trustee or in blank (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note); (ii) the original or a copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office; (iii) the original or a copy of any related assignment of leases and of any intervening assignments thereof (if such item is a document separate from the Mortgage), in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office; (iv) an original assignment of the Mortgage in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (v) an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (vi) the original assignment of all unrecorded documents relating to the Mortgage Loan, if not already assigned pursuant to items (iv) or (v) above; (vii) originals or copies of all modification, consolidation, assumption and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated; (viii) the original or a copy of the policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such policy has not been issued or located, 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 or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company or a ‘‘pro forma’’ title policy) to issue such title insurance policy; (ix) any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Trustee of any UCC financing statements, related amendments and continuation statements in the

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possession of the applicable Mortgage Loan Seller; (x) an original assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction; (xi) the original or copy of any ground lease, memorandum of ground lease, ground lessor estoppel, environmental insurance policy, indemnity or guaranty relating to such Mortgage Loan; (xii) any intercreditor agreement relating to permitted debt (including mezzanine debt) of the mortgagor; (xiii) copies of any loan agreement, escrow agreement, or security agreement relating to such Mortgage Loan; (xiv) copies of franchise agreements and franchisor comfort letters, if any, for hospitality properties and any applicable transfer or assignment documents; (xv) a copy of any letter of credit and related transfer documents related to such Mortgage Loan; (xvi) copies of any management agreements and applicable transfer or assignment documents; and (xvii) copies of any cash management agreements and applicable transfer or assignment documents. Notwithstanding the foregoing, with respect to the Prime Outlets Pool Loan, the 2006-C23 Trustee will hold the original documents related to the Prime Outlets Pool Loan for the benefit of the 2006-C23 Trust Fund and the Trust Fund, other than the related Mortgage Note which will be held by the Trustee under the Pooling and Servicing Agreement.

As provided in the Pooling and Servicing Agreement, the Trustee or a Custodian on its behalf is required to review each Mortgage File within a specified period following its receipt thereof. If any of the documents described in the preceding paragraph is found during the course of such review to be missing from any Mortgage File or defective, and in either case such omission or defect materially and adversely affects the value of the applicable Mortgage Loan, the interest of the Trust Fund or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not deliver the document or cure the defect (other than omissions solely due to a document not having been returned by the related recording office) within a period of 90 days following such Mortgage Loan Seller’s receipt of notice thereof, will be obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which will be assigned by the Depositor to the Trustee) to (1) repurchase the affected Mortgage Loan within such 90-day period at a price (the ‘‘Purchase Price’’) generally equal to the sum of (i) the unpaid principal balance of such Mortgage Loan, (ii) the unpaid accrued interest on such Mortgage Loan (calculated at the applicable Mortgage Rate) to but not including the Due Date in the Collection Period in which the purchase is to occur and (iii) certain Additional Trust Fund Expenses in respect of such Mortgage Loan, including but not limited to, servicing expenses that are reimbursable to the Master Servicer, the Special Servicer or the Trustee plus any interest thereon and on any related P&I Advances or (2) substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan and pay the Master Servicer for deposit into the Certificate Account a shortfall amount equal to the difference between the Purchase Price of the deleted Mortgage Loan calculated as of the date of substitution and the Stated Principal Balance of such Qualified Substitute Mortgage Loan as of the date of substitution (the ‘‘Substitution Shortfall Amount’’); provided that, unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), the applicable Mortgage Loan Seller will generally have an additional 90-day period to deliver the document or cure the defect, as the case may be, if it is diligently proceeding to effect such delivery or cure and provided further, no such document omission or defect (other than with respect to the Mortgage Note, the Mortgage, the title insurance policy, the ground lease, any letter of credit, any franchise agreement, comfort letter and comfort letter transfer document (the ‘‘Core Material Documents’’)) will be considered to materially and adversely affect the interests of the Certificateholders in, or the value of, the affected Mortgage Loans unless the document with respect to which the document omission or 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 or any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. With respect to material document defects other than those involving the Core Material Documents, any applicable cure period may be extended 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). All material document defects regardless of the document involved will be cured no later than 2 years after the Closing Date; provided, however, that the initial 90-day cure period described herein will not be reduced.

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The foregoing repurchase or substitution obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured failure to deliver, or any uncured defect in, a constituent Mortgage Loan document. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor.

The Pooling and Servicing Agreement requires the Trustee promptly to cause each of the assignments described in clauses (iv), (v) and (x) of the third preceding paragraph to be submitted for recording or filing, as applicable, in the appropriate public records. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Assignment of Mortgage Assets; Repurchases’’ in the accompanying prospectus. The Pooling and Servicing Agreement requires that the Trustee take the actions necessary to maintain the security interest of the Trust Fund in the Mortgage Loans.

The Trustee is required to maintain custody of the Mortgage File for each Mortgage Loan in the State of Minnesota. The Trustee will not move any Mortgage File outside the State of Minnesota, other than as specifically provided for in the Pooling and Servicing Agreement, unless the Trustee first obtains and provides, 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. The Trustee is acting as custodian of the Mortgage Files pursuant to the Pooling and Servicing Agreement. In that capacity, the Trustee is responsible to hold and safeguard the Mortgage Notes and other contents of the Mortgage Files on behalf of the Trustee and the Certificateholders. The Trustee has been engaged in the mortgage document custody business for more than 25 years. The Trustee maintains document custody facilities in its Minneapolis, Minnesota headquarters and in three regional offices located in Richfield, Minnesota, Irvine, California and Salt Lake City, Utah. The Trustee maintains mortgage custody vaults in each of those locations with an aggregate capacity of over eleven million files. The Trustee maintains each Mortgage File as a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Mortgage Files are segregated by transaction and/or issuer. As of March 31, 2006, the Trustee was acting as custodian of more than 25,000 commercial mortgage loan files.

A ‘‘Qualified Substitute Mortgage Loan’’ is 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 report with respect to the related Mortgaged Property which will be delivered as a part of the related servicing file; (ix) have an original debt service coverage ratio not less than the original debt service coverage ratio of the deleted Mortgage Loan; (x) be determined by an opinion of counsel to be a ‘‘qualified replacement mortgage’’ within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date two years prior to the Rated Final Distribution Date; (xii) not be substituted for a deleted Mortgage Loan unless the Trustee has received prior confirmation in writing by each Rating Agency that such substitution will not result in the withdrawal, downgrade or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency (the cost, if any, of obtaining such confirmation to be paid by the applicable Mortgage Loan Seller); (xiii) have 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 either of the REMICs or the imposition of tax on either of the REMICs other than a tax on income expressly permitted or contemplated to be

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received by the terms of the Pooling and Servicing Agreement; 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 Mortgage Rate, net of the related Administrative Cost Rate, that is less than the highest Pass-Through Rate of any Class of Sequential Pay Certificates then outstanding bearing a fixed rate. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller will be required to certify that such Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee.

Representations and Warranties; Repurchases and Substitutions

In each Mortgage Loan Purchase Agreement, the applicable Mortgage Loan Seller has represented and warranted with respect to each Mortgage Loan (except in the case of the CWCapital Mortgage Loans with respect to which the representations and warranties made by CWCapital to CWCapital Mortgage Securities I LLC, in connection with the sale of such Mortgage Loans to CWCapital Mortgage Securities I LLC, will also be made separately by CWCapital to the Depositor) (subject to certain exceptions specified in each Mortgage Loan Purchase Agreement), as of the Closing Date, or as of such other date specifically provided in the representation and warranty, among other things, generally that:

(i)    the information set forth in the schedule of Mortgage Loans attached to the applicable Mortgage Loan Purchase Agreement (which contains certain of the information set forth in Annex A-1 to this prospectus supplement) was true and correct in all material respects as of the Cut-Off Date;

(ii)    as of the date of its origination, such Mortgage Loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan;

(iii)    immediately prior to the sale, transfer and assignment to the Depositor, the applicable Mortgage Loan Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan, and is transferring the Mortgage Loan free and clear of any and all liens, pledges, charges, security interests or any other ownership interests of any nature encumbering such Mortgage Loan;

(iv)    the proceeds of such Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder by the mortgagee;

(v)    each related Mortgage Note, Mortgage, assignment of leases, if any, and other agreements executed in connection with such Mortgage Loan is the legal, valid and binding obligation of the related mortgagor (subject to any nonrecourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (a) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provision renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby, and (b) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(vi)    as of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, as of the Cut-Off Date, there was no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance

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charges and the applicable Mortgage Loan Seller has no knowledge of any such rights, defenses or counterclaims having been asserted;

(vii)    each related assignment of Mortgage and assignment of assignment of leases from the applicable Mortgage Loan Seller to the Trustee constitutes the legal, valid and binding first priority assignment from such Mortgage Loan Seller (subject to the customary limitations set forth in (v) above);

(viii)    the related Mortgage is a valid and enforceable first lien on the related Mortgaged Property except for the exceptions set forth in paragraph (v) above and (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (c) the exceptions (general and specific) and exclusions set forth in the related title insurance policy or appearing of record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the Mortgaged Property to remain following a foreclosure or similar proceeding (provided that such tenants are performing under such leases) and (f) if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property;

(ix)    all real estate taxes and governmental assessments, or installments thereof, which would be a lien on the Mortgaged Property and that prior to the Cut-Off Date have become delinquent in respect of the related Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established;

(x)    as of the date of origination, there was no proceeding pending, and subsequent to that date, the applicable Mortgage Loan Seller has not received notice of any pending or threatening proceeding for the condemnation of all or any material portion of such Mortgaged Property;

(xi)    each Mortgaged Property was covered by (1) a fire and extended perils included within the classification ‘‘All Risk of Physical Loss’’ insurance policy in an amount (subject to a customary deductible) at least equal to the lesser of the replacement cost of improvements located on such Mortgaged Property, with no deduction for depreciation, or the outstanding principal balance of the Mortgage Loan and in any event, the amount necessary to avoid the operation of any co-insurance provisions; (2) business interruption or rental loss insurance in an amount at least equal to 12 months of operations of the related Mortgaged Property; and (3) comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount customarily required by prudent commercial mortgage lenders, but not less than $1 million; such insurance is required by the Mortgage or related Mortgage Loan documents and was in full force and effect with respect to each related Mortgaged Property at origination and to the knowledge of the Mortgage Loan Seller, all insurance coverage required under each Mortgage is in full force and effect with respect to each Mortgaged Property; and no notice of termination or cancellation with respect to any such insurance policy has been received by the

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Mortgage Loan Seller; except for certain amounts not greater than amounts which would be considered prudent by a commercial mortgage lender with respect to a similar Mortgage Loan and which are set forth in the related Mortgage, any insurance proceeds in respect of a casualty loss, will be applied either to the repair or restoration of the related Mortgaged Property with mortgagee or a third-party custodian acceptable to mortgagee having the right to hold and disburse the proceeds as the repair or restoration progresses, other than with respect to amounts that are customarily acceptable to commercial and multifamily mortgage lending institutions, or the reduction of the outstanding principal balance of the Mortgage Loan and accrued interest thereon; to the Mortgage Loan Seller’s knowledge, the insurer with respect to each policy is qualified to do business in the relevant jurisdiction to the extent required; the insurance policies contain a standard mortgagee clause or names the mortgagee, its successors and assigns as loss payees in the case of property insurance policies and additional insureds in the case of liability insurance policies and provide that they are not terminable and may not be reduced without 30 days prior written notice to the mortgagee (or, with respect to non-payment of premiums, 10 days prior written notice to the mortgagee) or such lesser period as prescribed by applicable law; and each Mortgage requires that the mortgagor maintain insurance as described above or permits the mortgagee to require insurance as described above;

(xii)    other than payments due but not yet 30 days or more delinquent, there is no material default, breach, violation or event of acceleration existing under the related Mortgage or the related Mortgage Note, and, to the applicable Mortgage Loan Seller’s actual knowledge, no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration;

(xiii)    as of the Closing Date, each Mortgage Loan was not, and in the prior 12 months (or since the date of origination if such Mortgage Loan has been originated within the past 12 months), has not been, 30 days or more past due in respect of any Scheduled Payment;

(xiv)    one or more environmental site assessments or updates thereof were performed by an environmental consulting firm independent of the applicable Mortgage Loan Seller and the applicable Mortgage Loan Seller’s affiliates with respect to each related Mortgaged Property during the 18-month period preceding the origination of the related Mortgage Loan, and the applicable Mortgage Loan Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in such report(s); and

(xv)    an appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan; and such appraisal satisfied either (A) the requirements of the ‘‘Uniform Standards of Professional Appraisal Practice’’ as adopted by the Appraisal Standards Board of the Appraisal Professional Appraisal Practice’’ as adopted by the Appraisal Standards Board of the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, in either case as in effect on the date such Mortgage Loan was originated.

In the case of a breach of any of the representations and warranties in any Mortgage Loan Purchase Agreement that materially and adversely affects the value of a Mortgage Loan, the interests of the Trust Fund therein or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not cure such breach within a period of 90 days following its receipt of notice thereof, is obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which have been assigned by the Depositor to the Trustee) to either substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount or to repurchase the affected Mortgage Loan within such 90-day period at the applicable Purchase Price; provided that, unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Code, the applicable Mortgage Loan Seller generally has an additional 90-day period to cure such breach if it is diligently proceeding with such cure. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor.

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The foregoing substitution or repurchase obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured breach of any Mortgage Loan Seller’s representations and warranties regarding its Mortgage Loans. There can be no assurance that the applicable Mortgage Loan Seller will have the financial resources to repurchase any Mortgage Loan at any particular time. Except with respect to the CWCapital Mortgage Loans, each Mortgage Loan Seller is the sole warranting party in respect of the Mortgage Loans sold by such Mortgage Loan Seller to the Depositor, and none of the Depositor nor any of such party’s affiliates (except with respect to Wachovia Bank, National Association, in its capacity as a Mortgage Loan Seller) will be obligated to substitute or repurchase any such affected Mortgage Loan in connection with a breach of a Mortgage Loan Seller’s representations and warranties if such Mortgage Loan Seller defaults on its obligation to do so. With respect to the CWCapital Mortgage Loans, the sole recourse to cure a material document defect or a material breach in respect of the CWCapital Mortgage Loans or to repurchase or replace a defective Mortgage Loan, will be against CWCapital, and CWCapital Mortgage Securities I LLC will not in any event be obligated to repurchase or replace the CWCapital Mortgage Loans if CWCapital defaults on its obligations to do so.

With respect to any Mortgage Loan which has become a Defaulted Mortgage Loan under the Pooling and Servicing 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 will be required to notify the related Mortgage Loan Seller in writing of its intention to sell such Defaulted Mortgage Loan or such foreclosed Mortgaged Property at least 45 days prior to commencing any such action. Such Mortgage Loan Seller shall have 10 business days to determine whether or not to consent to such sale. If such Mortgage Loan Seller does not consent to such sale, the Special Servicer shall contract with a third party set forth in the Pooling and Servicing Agreement (a ‘‘Determination Party’’) as to the merits of such sale. If the related Determination Party determines that the proposed sale is reasonable, given the circumstances, and subsequent to such sale, a court of competent jurisdiction determines that such 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 such Mortgage Loan Seller will be required to pay an amount equal to the difference (if any) between the proceeds of the related action and the price at which such Mortgage Loan Seller would have been obligated to pay had such Mortgage Loan Seller repurchased such Defaulted Mortgage Loan or REO Property in accordance with the terms thereof which shall generally include the costs related to contracting with the Determination Party. In the event that (a) the Special Servicer ignores the determination of the Determination Party and liquidates the related Defaulted Mortgage Loan or REO Property and/or (b) a court of competent jurisdiction determines that such Mortgage Loan Seller was not obligated to repurchase the related Defaulted Mortgage or REO Property, the costs of contracting with the Determination Party will constitute Additional Trust Fund Expenses, and the Mortgage Loan Seller will not be liable for any such difference.

Repurchase or Substitution of Cross-Collateralized Mortgage Loans

If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described above in ‘‘—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ or ‘‘—Representations and Warranties; Repurchases and Substitutions’’, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a ‘‘Crossed Loan’’ and, collectively, a ‘‘Crossed Group’’), and (iii) the applicable document omission or defect (a ‘‘Defect’’) or breach of a representation and warranty (a ‘‘Breach’’) does not constitute a Defect or Breach, as the case may be, as to each other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a 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 above in ‘‘—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ or ‘‘—Representations and Warranties; Repurchases and Substitutions’’ unless: (i) the debt service coverage ratio for all of the remaining 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

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preceding the repurchase or substitution, (ii) the loan-to-value ratio for any of the remaining related Crossed Loans, determined at the time of repurchase or substitution, 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, and (iii) the Trustee receives an opinion of counsel to the effect that such repurchase or substitution is permitted by the REMIC provisions. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, the related Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group.

To the extent that the related Mortgage Loan Seller repurchases or substitutes for an affected Crossed Loan as described in the immediately preceding paragraph while the Trustee continues to hold any related Crossed Loans, the related Mortgage Loan Seller and the Depositor have agreed in the related Mortgage Loan Purchase Agreement to forbear from enforcing any remedies against the other’s Primary Collateral (as defined below), but each is permitted to exercise remedies against the Primary Collateral securing its respective affected Crossed Loans, including, with respect to the Trustee, the Primary Collateral securing Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the loan documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. ‘‘Primary Collateral’’ means the Mortgaged Property directly securing a Crossed Loan and excluding any property as to which the related lien may only be foreclosed upon by virtue of the cross-collateralization features of such loans.

Changes in Mortgage Pool Characteristics

The descriptions in this prospectus supplement of the Mortgage Loans and the Mortgaged Properties are based upon the Mortgage Pool as it is expected to be constituted as of the close of business on the Closing Date, assuming that (i) all scheduled principal and interest payments due on or before the Cut-Off Date will be made and (ii) there will be no principal prepayments on or before the Cut-Off Date. Prior to the issuance of the Certificates, Mortgage Loans may be removed from the Mortgage Pool as a result of prepayments, delinquencies, incomplete documentation or otherwise, if the Depositor or any Mortgage Loan Seller deems such removal necessary, appropriate or desirable. A limited number of other mortgage loans may be included in the Mortgage Pool prior to the issuance of the Certificates, unless including such mortgage loans would materially alter the characteristics of the Mortgage Pool as described in this prospectus supplement. The Depositor believes that the information set forth in this prospectus supplement will be representative of the characteristics of the Mortgage Pool as it will be constituted at the time the Certificates are issued, although the range of Mortgage Rates and maturities as well as other characteristics of the Mortgage Loans described in this prospectus supplement may vary.

A Current Report on Form 8-K (the ‘‘Form 8-K’’) will be available to purchasers of the Offered Certificates on or shortly after the Closing Date and will be filed, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission within fifteen days after the initial issuance of the Offered Certificates.

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 SERVICING OF THE MORTGAGE LOANS 

General

The Master Servicer and the Special Servicer, either directly or through sub-servicers, are required to service and administer the Mortgage Loans (other than the Prime Outlets Pool Loan) for the benefit of the Certificateholders, and the Companion Loans (other than the Prime Outlets Pool Pari Passu Companion Loan) for the benefit of the holders of such Companion Loans, in accordance with applicable law, the terms of the Pooling and Servicing Agreement, the terms of the related Intercreditor Agreement, if applicable, and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans, to the extent consistent with the foregoing, (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, the Master Servicer or the Special Servicer, as the case may be, generally services and administers similar mortgage loans with similar borrowers (i) for other third-parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own loans, or (ii) held in its own portfolio, whichever standard is higher, (b) with a view to the maximization of the recovery on such Mortgage Loans on a net present value basis and the best interests of the Certificateholders and the Trust Fund or, if a Co-Lender Loan and its related Companion Loan(s) (a ‘‘Loan Pair’’) are involved, with a view towards the maximization of recovery on such Loan Pair to the Certificateholders, the holder of the related Companion Loan and the Trust Fund (as a collective whole, taking into account that the Subordinate Companion Loans are subordinate to the related Mortgage Loans and that the Prime Outlets Pool Pari Passu Companion Loan is pari passu in right of entitlement to payment with the Prime Outlets Pool Loan, to the extent set forth in the Prime Outlets Pool 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 borrower, a Mortgage Loan Seller or any other party to the Pooling and Servicing Agreement or any affiliate thereof; (ii) the ownership of any Certificate 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 the Pooling and Servicing Agreement; (iv) the obligation of the Master Servicer to make Advances (as defined in this prospectus supplement); (v) the ownership, servicing or management by the Master Servicer or the Special Servicer or any affiliate thereof for others of any other mortgage loans or real property; (vi) any obligation of the Master Servicer, or any affiliate thereof, to repurchase or substitute a Mortgage Loan as a Mortgage Loan Seller; (vii) any obligation of the Master Servicer or any affiliate thereof to cure a breach of a representation and warranty with respect to a Mortgage Loan; and (viii) any debt the Master Servicer or the Special Servicer or any affiliate thereof has extended to any obligor or any affiliate thereof on a Mortgage Note (the foregoing referred to as the ‘‘Servicing Standard’’).

Generally, for purposes of the servicing provisions described in this section, the term Mortgage Loan excludes the Prime Outlets Pool Loan. See ‘‘—Servicing of the Prime Outlets Pool Loan’’ below for a description of the servicing of the Prime Outlets Pool Loan.

The Master Servicer and the Special Servicer may appoint sub-servicers with respect to the Mortgage Loans and Companion Loans; provided that the Master Servicer and the Special Servicer will remain obligated under the Pooling and Servicing Agreement for the servicing of the Mortgage Loans. The Trust Fund will not be responsible for any fees owed to any sub-servicer retained by the Master Servicer or the Special Servicer. Each sub-servicer retained thereby will be reimbursed by the Master Servicer or the Special Servicer, as the case may be, for certain expenditures which it makes, generally to the same extent the Master Servicer or the Special Servicer would be reimbursed under the Pooling and Servicing Agreement.

Set forth below, following the subsection captioned ‘‘—Servicing of the Prime Outlets Pool Loan’’, is a description of certain pertinent provisions of the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans and the Companion Loans (but excluding the Prime Outlets Pool Loan and its respective Pari Passu Companion Loan). Reference is also made to the accompanying prospectus, in particular to the section captioned ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS’’. for important information in addition to that set forth in this prospectus supplement

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regarding the terms and conditions of the Pooling and Servicing Agreement as they relate to the rights and obligations of the Master Servicer and the Special Servicer thereunder. The Special Servicer generally has all of the rights to indemnity and reimbursement, and limitations on liability, that the Master Servicer is described as having in the accompanying prospectus and certain additional rights to indemnity as provided in the Pooling and Servicing Agreement relating to actions taken at the direction of the Controlling Class Representative (and, in certain circumstances, the holder of a Subordinate Companion Loan), and the Special Servicer rather than the Master Servicer will perform the servicing duties described in the accompanying prospectus with respect to Specially Serviced Mortgage Loans and REO Properties (each as described in this prospectus supplement). In addition to the circumstances for resignation of the Master Servicer set forth in the accompanying prospectus, the Master Servicer and the Special Servicer each has the right to resign at any other time, provided that (i) a willing successor thereto has been found, (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. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certain Matters Regarding the Master Servicer and the Depositor’’ in the accompanying prospectus.

With respect to any Loan Pair, the Companion Loan for which is included in a securitization trust that is subject to the provisions of Regulation AB of the Securities Act, the Master Servicer, Special Servicer, Trustee and any sub-servicer will be required to provide such reports and information and otherwise take such commercially reasonable actions with respect to such Companion Loan as is necessary for the Depositor, Issuing Entity, Master Servicer, Special Servicer and Trustee to comply with all requirements of Regulation AB of the Securities Act.

The Master Servicer

Wachovia Bank, National Association, will be the master servicer (in such capacity, the ‘‘Master Servicer’’) under the Pooling and Servicing Agreement. The Master Servicer is a national banking association organized under the laws of the United States of America and is a wholly-owned subsidiary of Wachovia Corporation. The Master Servicer has been servicing commercial and multifamily mortgage loans in excess of ten years. The Master Servicer’s primary servicing system runs on Enable US software. The Master Servicer reports to trustees in the CMSA format. The Master Servicer’s principal servicing offices are located at NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262. The table below sets forth information about the Master Servicer’s portfolio of master or primary serviced commercial and multifamily mortgage loans as of the dates indicated:

Commercial and Multifamily Mortgage Loans				As of December 31, 2003				As of December 31, 2004				As of March 31, 2006
By Approximate Number					10,015				15,531				18,233
By Approximate Aggregate Unpaid Principal Balance (in Billions)				$88.6				$141.3				$197.8

Within this portfolio, as of March 31, 2006, are approximately 15,811 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $168.4 billion related to commercial mortgage backed securities.

In addition to servicing loans related to commercial mortgage-backed securities, the Master Servicer also services whole loans for itself and a variety of investors. The properties securing loans in the Master Servicer’s servicing portfolio as of January 31, 2006, were located in all 50 states, the District of Columbia, Guam, Mexico, the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties.

The Master Servicer utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions. This platform allows the Master Servicer to process mortgage servicing activities including but not limited to: (i) performing account maintenance; (ii) tracking borrower communications;

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(iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.

The table below sets forth information regarding the aggregate amount of principal and interest advances and servicing advances (i) made by the Master Servicer on commercial and multifamily mortgage loans included in commercial mortgage-backed securitizations master serviced by the Master Servicer and (ii) outstanding as of the dates indicated:

Date				Securitized Master Serviced Portfolio (UPB)*				Outstanding Advances (P&I and SA)*				Outstanding Advances as % of UPB
December 31, 2003				$	74,461,414,561			$	84,616,014			0.1%
December 31, 2004				$	113,159,013,933			$	129,858,178			0.1%
December 31, 2005				$	142,222,662,628			$	164,516,780			0.1%

*	‘‘UPB’’ means unpaid principal balance, ‘‘P&I’’ means principal and interest advances and ‘‘SA’’ means servicing advances.

The Master Servicer is rated by Fitch and S&P as a primary servicer and master servicer. The Master Servicer’s ratings by each of these agencies is outlined below:

				Fitch				S&P
Primary Servicer				CPS2+				Strong
Master Servicer				CMS2				Strong

The short-term debt ratings of Wachovia Bank, National Association are ‘‘A-1+’’ by S&P, ‘‘P-1’’ by Moody’s and ‘‘F1+’’ by Fitch.

The Master Servicer has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event.

The Master Servicer’s servicing policies and procedures are updated periodically to keep pace with the changes in the commercial mortgage-backed securities industry and have been generally consistent for the last three years in all material respects. The only significant changes in the Master Servicer’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. The Master Servicer may perform any of its obligations under the Pooling and Servicing Agreement through one or more third-party vendors, affiliates or subsidiaries. The Master Servicer may engage third-party vendors to provide technology or process efficiencies. The Master Servicer monitors its third-party vendors in compliance with its internal procedures and applicable law. The Master Servicer has entered into contracts with third-party vendors for the following functions:

	•	monitoring and applying interest rate changes with respect to adjustable rate mortgage loans in accordance with loan documents;

	•	provision of Strategy and Strategy CS software;

	•	identification, classification, imaging and storage of documents;

	•	analysis and determination of amounts to be escrowed for payment of taxes and insurance;

	•	entry of rent roll information and property performance data from operating statements;

	•	tracking and reporting of flood zone changes;

	•	tracking, maintenance and payment of rents due under ground leases;

	•	abstracting of insurance requirements contained in loan documents;

	•	comparison of insurance certificates to insurance requirements contained in loan documents and reporting of expiration dates and deficiencies, if any;

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	•	abstracting of leasing consent requirements contained in loan documents;

	•	legal representation;

	•	assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by the Master Servicer;

	•	maintenance and storage of letters of credit;

	•	tracking of anticipated repayment dates for loans with such terms;

	•	reconciliation of deal pricing, tapes and annexes prior to securitization;

	•	entry of new loan data and document collection;

	•	initiation of loan payoff process and provision of payoff quotes;

	•	printing, imaging and mailing of statements to borrowers;

	•	performance of property inspections;

	•	performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes;

	•	review of financial spreads performed by sub-servicers;

	•	review of borrower requests for disbursements from reserves for compliance with loan documents, which are submitted to the Master Servicer for approval; and

	•	performance of UCC searches and filing of UCCs.

The Master Servicer may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on certain loans. CWCapital LLC will be one of the primary servicers with respect to the CWCapital Mortgage Loans and in this capacity will be responsible for certain servicing and administrative functions under a sub-servicing agreement with the Master Servicer. See "SERVICING OF THE MORTGAGE LOANS—CWCapital as a Primary Servicer" in this prospectus supplement.

Generally, all amounts received by the Master Servicer on the underlying Mortgage Loans are initially deposited into a common clearing account with collections on other mortgage loans serviced by the Master Servicer and are then allocated and transferred to the appropriate account as further described in this prospectus supplement.

The Master Servicer will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. On occasion, the Master Servicer may have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent the Master Servicer performs custodial functions as the master servicer, documents will be maintained in a manner consistent with the Servicing Standard. Custodial functions will ordinarily be performed by the Trustee as described under ‘‘DESCRIPTION OF THE MORTGAGE POOL— Assignment of the Mortgage Loans; Repurchases and Substitutions’’ in this prospectus supplement.

The information set forth herein regarding the Master Servicer has been provided by Wachovia Bank, National Association.

The Special Servicer

CWCapital Asset Management LLC (‘‘CWCAM’’), a Massachusetts limited liability company, will initially be appointed as Special Servicer of the underlying Mortgage Loans under the Pooling and Servicing Agreement. The principal servicing offices of CWCAM are located at 700 Twelfth Street, N.W., Suite 700, Washington, D.C. 20005 and its telephone number is (888) 880-8958. CWCAM and its affiliates are involved in the real estate investment, finance and management business, including:

	•	originating commercial and multifamily real estate loans;

	•	investing in high-yielding real estate loans; and

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	•	investing in, and managing as special servicer, unrated and non-investment grade rated securities issued pursuant to CMBS transactions.

CWCAM was organized in June 2005. In July of 2005, it acquired Allied Capital Corporation’s special servicing operations and replaced Allied Capital Corporation as special servicer for all transactions for which Allied Capital Corporation served as special servicer. In February 2006, an affiliate of CWCAM merged with CRIIMI MAE, Inc. (‘‘CMAE’’) and the special servicing operations of CRIIMI MAE Services L.P., the special servicing subsidiary of CMAE, were consolidated into the special servicing operations of CWCAM. An affiliate or affiliates of CWCAM may acquire certain of the Non-Offered Certificates. CWCAM is a wholly-owned subsidiary of CW Financial Services LLC. CWCAM and its affiliates own and are in the business of acquiring assets similar in type to the assets of the Trust Fund. Accordingly, the assets of CWCAM and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged real properties for tenants, purchasers, financing and so forth.

Because CWCAM was not formed until June 2005, CWCAM did not service any CMBS pools as of December 31, 2003, or as of December 31, 2004. As of December 31, 2005, CWCAM acted as special servicer with respect to 25 domestic CMBS pools containing approximately 3670 loans secured by properties throughout the United States with a then current face value in excess of $32 billion. Those loans include commercial mortgage loans secured by the same types of income producing properties as those securing the Mortgage Loans backing the Certificates.

CWCAM has three offices (Washington, D.C., Rockville, Maryland and Needham, Massachusetts) and CWCAM manages or services investments in over 88 markets throughout the United States. As of December 31, 2005, CWCAM had 36 employees responsible for the special servicing of commercial real estate assets, of which 25 employees worked full-time on special servicing and 11 employees had shared-time responsibilities in special servicing. As of December 31, 2005, within the CMBS pools described in the preceding paragraph, 138 assets were actually in special servicing. CWCAM also serves as collateral manager, disposition consultant or consultant for 12 collateralized debt obligation transactions. The assets owned or managed by CWCAM and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying Mortgage Loans for tenants, purchasers, financing and so forth. CWCAM does not service or manage any assets other than commercial and multifamily real estate assets.

CWCAM has developed policies and procedures for the performance of its special servicing obligations in compliance with applicable servicing criteria set forth in Item 1122 of Regulation AB of the Securities Act, including managing delinquent loans and loans subject to the bankruptcy of the borrower. Since its formation, policies and procedures of special servicing at CWCAM have been adopted from the best practices of the Allied Capital Corporation and CRIIMI MAE Services L.P., operations that it has acquired. Standardization and automation have been pursued, and continue to be pursued, wherever possible so as to provide for continued accuracy, efficiency, transparency, monitoring and controls.

CWCAM occasionally engages consultants to perform property inspections and to provide close surveillance on a property and its local market; it currently does not have any plans to engage sub-servicers to perform on its behalf any of its duties with respect to this transaction. CWCAM does not believe that its financial condition will have any adverse effect on the performance of its duties under the Pooling and Servicing Agreement and, accordingly, will not have any material impact on the mortgage pool performance or the performance of the Certificates. CWCAM does not have any material primary principal and interest advancing obligations with respect to the CMBS pools as to which it acts as special servicer and only has primary property protection advancing obligations for one CMBS pool.

CWCAM will not have primary responsibility for custody services of original documents evidencing the underlying Mortgage Loans. On occasion, CWCAM may have custody of certain of such documents as necessary for enforcement actions involving particular Mortgage Loans or otherwise. To the extent that CWCAM has custody of any such documents, such documents will be maintained in a manner consistent with the servicing standard.

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There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against CWCAM or of which any of its property is the subject, that is material to the Certificateholders.

CWCAM is not an affiliate of the Depositor, the Trust Fund, the Master Servicer or the Trustee. However, CWCAM is an affiliate of CWCapital LLC, a Sponsor under this transaction and an affiliate of Cadim TACH inc., the anticipated initial holder of certain Non-Offered Certificates. There are no specific relationships involving or relating to this transaction or the underlying Mortgage Loans between CWCAM or any of its affiliates, on the one hand, and the Depositor, the Master Servicer or the Trust Fund, on the other hand, that currently exist or that existed during the past two years. In addition, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party—apart from the subject securitization transaction— between CWCAM or any of its affiliates, on the one hand, and the Depositor, the Master Servicer or the Trust Fund, on the other hand, that currently exist or that existed during the past two years and that are material to an investor’s understanding of the Offered Certificates.

No securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer has experienced an event of default as a result of any action or inaction performed by CWCAM as special servicer. In addition, there has been no previous disclosure of material non-compliance with servicing criteria by CWCAM with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which CWCAM was acting as special servicer.

From time-to-time, CWCAM and its affiliates may be parties to lawsuits and other legal proceedings arising in the ordinary course of business. CWCAM does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service as special servicer.

The information set forth herein regarding the Special Servicer has been provided by CWCAM.

LNR Partners, Inc. as 2006-C23 Special Servicer

LNR Partners, Inc. (‘‘LNR Partners’’), a Florida corporation and a subsidiary of LNR Property Holdings, Ltd. (‘‘LNR’’), with its principal executive offices located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139 and its telephone number is (305) 695-5600, is the special servicer under the 2006-C23 Pooling and Servicing Agreement and is responsible for providing special servicing for the Prime Outlets Pool Pari Passu Companion Loan.

LNR through its subsidiaries, affiliates and joint ventures, is involved in the real estate investment, finance and management business and engages principally in:

•	acquiring, developing, repositioning, managing and selling commercial and multifamily residential real estate properties;

•	investing in high-yielding real estate loans; and

•	investing in, and managing as special servicer, unrated and non-investment grade rated commercial mortgaged backed securities ("CMBS").

LNR Partners and its affiliates have substantial experience in working out loans and in performing the other obligations of the special servicer as more particularly described in the 2006-C23 Pooling and Servicing Agreement, including, but not limited to, processing borrower requests for lender consent to assumptions, leases, easements, partial releases and expansion and/or redevelopment of the mortgaged properties. LNR Partners and its affiliates have been engaged in the special servicing of commercial real estate assets for over 13 years similar to the Mortgaged Property securing the Prime Outlets Pool Whole Loan. The number of CMBS pools specially serviced by LNR Partners and its affiliates has increased from 46 in December 1998 to over 160 as of August 31, 2005. More specifically, LNR Partners (and its predecessors in interest) acted as special servicer with respect to: (a) 84 domestic CMBS pools as of December 31, 2001, with a then current face value in excess of $53 billion; (b) 102 domestic CMBS pools as of December 31, 2002, with a then current face value in excess of $67 billion; (c) 113 domestic CMBS

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pools as of December 31, 2003, with a then current face value in excess of $79 billion; (d) 134 domestic CMBS pools as of December 31, 2004, with a then current face value in excess of $111 billion; and (e) 136 domestic CMBS pools as of August 31, 2005, with a then current face value in excess of $131 billion. Additionally, LNR Partners has resolved over $23 billion of U.S. commercial and multifamily loans over the past 13 years, including $1.1 billion of U.S. commercial and multifamily mortgage loans during 2001, $1.9 billion of U.S. commercial and multifamily mortgage loans during 2002, $1.5 billion of U.S. commercial and multifamily mortgage loans during 2003, $2.1 billion of U.S. commercial and multifamily mortgage loans during 2004 and $1.1 billion of U.S. commercial and multifamily mortgage loans during the period of January 1 through August 31, 2005.

LNR or one of its affiliates generally seeks investments where it has the right to appoint LNR Partners as the special servicer. LNR Partners and its affiliates have regional offices located across the country in Florida, Georgia, Texas, Massachusetts, North Carolina and California, and in Europe in London, England, Paris, France and Munich, Germany. As of May 31, 2005, LNR Partners had 159 employees responsible for the special servicing of commercial real estate assets. As of August 31, 2005, LNR Partners and its affiliates specially services a portfolio which included approximately 16,000 assets in the 50 states and in Europe with a then current face value in excess of $146 billion, all of which are commercial real estate assets. Those commercial real estate assets include mortgage loans secured by the same types of income producing properties as secure the Prime Outlets Pool Whole Loan. Accordingly, the assets of LNR Partners and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the Mortgaged Property securing the Prime Outlets Pool Whole Loan for tenants, purchasers, financing and so forth. LNR Partners does not service any assets other than commercial real estate assets.

LNR Partners maintains internal and external watch lists, performs monthly calls with master servicers, and conducts overall deal surveillance and shadow servicing. LNR Partners has developed distinct strategies and procedures for working with borrowers on problem loans (caused by delinquencies, bankruptcies or other breaches of the loan documents) designed to maximize value from the assets for the benefit of the certificateholders. These strategies and procedures vary on a case by case basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs, and borrower negotiation or workout in accordance with the Servicing Standard under the 2006-C23 Pooling and Servicing Agreement. Generally, four basic factors are considered by LNR Partners as part of its analysis and determination of what strategies and procedures to utilize in connection with problem loans. They are (i) the condition and type of mortgaged property, (ii) the borrower, (iii) the jurisdiction in which the mortgaged property is located, and (iv) the actual terms, conditions and provisions of the underlying loan documents. After each of these items are evaluated and considered, LNR Partners' strategy is guided by the Servicing Standard under the 2006-C23 Pooling and Servicing Agreement and all relevant provisions of the applicable pooling and servicing agreement pertaining to specially serviced and REO mortgage loans.

LNR Partners has the highest ratings afforded to special servicers by S&P and Fitch, respectively.

There have not been, during the past three years, any material changes to the policies or procedures of LNR Partners in the servicing function it will perform under the Pooling and Servicing Agreement for assets of the same type as the Mortgaged Property securing the Prime Outlets Pool Whole Loan. LNR Partners has not engaged, and currently does not have any plans to engage, any sub-servicers to perform on its behalf any of its duties in the 2006-C23 Pooling and Servicing Agreement. LNR Partners does not believe that its financial condition will have any adverse effect on the performance of its duties under the 2006-C23 Pooling and Servicing Agreement and, accordingly, will not have any material impact on the mortgage pool performance or the performance of the Certificates. Generally, LNR Partners’ servicing functions under the 2006-C23 Pooling and Servicing Agreement do not include collection on the pool assets, however LNR Partners does maintain certain operating accounts with respect to REO Loans in accordance with the terms of the 2006-C23 Pooling and Servicing Agreement and consistent with the Servicing Standard under the 2006-C23 Pooling and Servicing Agreement. LNR Partners does not have any material primary advancing obligations with respect to the CMBS pools as to which it acts as special servicer, except with respect to the obligation to make servicing advances only on specially serviced

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mortgage loans in six commercial mortgage securitization transactions, and the obligation to make advances of delinquent debt service payments on specially serviced mortgage loans in one commercial mortgage securitization transaction.

LNR Partners will not have primary responsibility for custody services of original documents evidencing the Prime Outlets Pool Whole Loan. On occasion, LNR Partners may have custody of certain of such documents as necessary for enforcement actions involving the Prime Outlets Pool Whole Loan or otherwise. To the extent that LNR Partners has custody of any such documents, such documents will be maintained in a manner consistent with the Servicing Standard under the 2006-C23 Pooling and Servicing Agreement.

No securitization transaction involving commercial or multifamily mortgage loans in which LNR Partners was acting as special servicer has experienced an event of default as a result of any action or inaction performed by LNR Partners as special servicer.  LNR Partners has not been terminated as servicer in a commercial mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger. In addition, there has been no previous disclosure of material noncompliance with servicing criteria by LNR Partners with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which LNR Partners was acting as special servicer.

There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against LNR Partners or of which any of its property is the subject, that is material to the Certificateholders.

LNR Partners is not an affiliate of the Depositor, the Sponsors, the Trust Fund, the Master Servicer, the Trustee or any originators with respect to the Prime Outlets Pool Whole Loan.

Except for LNR Partners acting as special servicer for the Prime Outlets Pool Pari Passu Companion Loan, there are no specific relationships involving or relating to this transaction or the securitized Mortgage Loans between LNR Partners or any of its affiliates, on the one hand, and the Depositor, the Sponsors or the Trust Fund, on the other hand, that currently exist or that existed during the past two years relating to the Prime Outlets Pool Whole Loan. In addition, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party—apart from this transaction—between LNR Partners or any of its affiliates, on the one hand, and the Depositor, the Sponsors or the Trust Fund, on the other hand, that currently exist or that existed during the past two years and that are material to an investor’s understanding of the Offered Certificates.

The information set forth herein regarding LNR Partners, Inc. has been provided by LNR Partners, Inc.

CWCapital as a Primary Servicer

CWCapital will be the primary servicer for all of the CWCapital Mortgage Loans that are included in the Trust Fund, and will perform its duties as primary servicer pursuant to a primary servicing agreement entered into with the Master Servicer. The primary servicing agreement will require CWCapital to perform its obligations under the primary servicing agreement in a manner which is generally consistent with the Pooling and Servicing Agreement. The principal servicing offices of CWCapital are located at One Charles River Place, 63 Kendrick Street, Needham, Massachusetts 02494. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—The Sponsors—CWCapital LLC’’ for additional information regarding CWCapital.

CWCapital has been servicing loans since 1986. As of December 31, 2005, CWCapital was responsible for servicing approximately 904 commercial and multifamily mortgage loans, totaling approximately $6.27 billion in aggregate outstanding principal amount, including mortgage loans securitized in mortgage-backed securitization transactions. The properties securing these mortgage loans include multifamily, office, retail, hospitality, industrial and other types of income-producing properties.

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The following tables provide, in the aggregate and by asset type, the number of commercial mortgage loans serviced by CWCapital as primary servicer and the aggregate outstanding principal balances of these mortgage loans as of December 31, 2005 and the end of the preceding two calendar years.

Servicing Volumes for
CWCapital LLC as Primary Servicer

				December 31, 2003				December 31, 2004				December 31, 2005
Number of Loans Serviced					802				804				904
Aggregate Outstanding Principal Balance ($ in millions)					4562				4823				6272

Servicing Volumes by Asset Type for
CWCapital LLC as Primary Servicer

				December 31, 2003								December 31, 2004								December 31, 2005
Asset Type				Number of Loans Serviced				AOPB* ($ in millions)				Number of Loans Serviced				AOPB* ($ in millions)				Number of Loans Serviced				AOPB* ($ in millions)
Number of Loans Serviced Aggregate Outstanding Principal Balance ($ in millions)					802				4561.1				804				4822.9				904				6272
Retail					71				453.6				67				456.2				90				601.7
Office					47				332.6				59				429.6				87				1142.7
Multifamily					396				2058.3				395				2196				395				2533.5
Industrial					17				125.2				16				123.1				30				242.9
Hospitality					36				262.4				38				328.5				41				375.9
Other					235				1329.4				229				1289.3				261				1375.3
Total					802				4561.6				804				4822.9				904				6272

*	Aggregate Outstanding Principal Balance

CWCapital is rated by Fitch and S&P as a primary servicer and master servicer. CWCapital's ratings by each of these Rating Agencies is outlined below:

				Fitch				S&P
Primary Servicer					CPS3+				Average
Master Servicer					CMS3				Average

CWCapital has made certain changes to its servicing policies and procedures during the past three years including, but not limited to, the addition of (i) a lock-box system for processing payments, (ii) an insurance and risk-management division, (iii) a website where mortgage loan borrowers can access information regarding their mortgage loans and (iv) a disaster recovery site.

Under the primary servicing agreement, CWCapital, as primary servicer with respect to all CWCapital Mortgage Loans that are included in the Trust Fund, will perform substantially all of the servicing duties of the Master Servicer described under ‘‘SERVICING OF THE MORTGAGE LOANS’’ in this prospectus supplement and ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS’’ in the accompanying prospectus with respect to such Mortgage Loans, except for advancing and remitting funds to the Trustee.

Payments received by CWCapital with respect to the Mortgage Loans are required to be deposited into a segregated custodial account, and are not commingled with funds relating to any Mortgage Loans that are not included in the Trust Fund.

CWCapital does not have any custodial responsibility with respect to the Mortgage Loans included in the Trust Fund. On occasion, CWCapital as primary servicer may have custody of certain of such

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documents as necessary for enforcement actions involving particular Mortgage Loans or otherwise. To the extent CWCapital performs custodial functions as primary servicer, documents will be maintained in its vault.

In consideration of the performance of its servicing obligations, CWCapital, as primary servicer, will be paid a servicing fee, which is included in the loan administration cost rate for the applicable Mortgage Loans as set forth on Annex A-1. In addition, CWCapital will be entitled to all or a portion of the additional compensation described under ‘‘SERVICING OF THE MORTGAGE LOANS—Compensation and Payment of Expenses’’ with respect to the CWCapital Mortgage Loans.

The primary servicing agreement provides that CWCapital may not resign from its obligations and duties thereunder except upon a determination that performance of such duties is no longer permissible under applicable law or except if the parties otherwise agree. In addition, unless an event of default under the primary servicing agreement occurs or the Pooling and Servicing Agreement is terminated, the primary servicing agreement will remain in full force and effect until all of the Mortgage Loans serviced by CWCapital are repaid, repurchased or liquidated or the related Mortgaged Properties become REO Property. Events of default under the primary servicing agreement will include, but are not limited to:

	•	the failure of the CWCapital to perform in any material respect its obligations under the primary servicing agreement, which is not cured within the period set forth in the primary servicing agreement,

	•	a breach by CWCapital of any representation or warranty contained in the primary servicing agreement that materially and adversely affects the interests of the Master Servicer or the holders of any Class of Certificates, which is not cured within the period set forth in the primary servicing agreement,

	•	the failure by CWCapital to remit to the Master Servicer amounts required to be deposited into the Certificate Account or any other amounts required to be remitted under the primary servicing agreement, or the failure by CWCapital to deliver reports to the Master Servicer as required by the primary servicing agreement,

	•	certain events of bankruptcy or insolvency involving CWCapital,

	•	the failure by CWCapital to maintain any insurance policy as required by the primary servicing agreement,

	•	in the case of Moody's or Fitch, such Rating Agency has qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or placed one or more Classes of Certificates on "watch status" in contemplation of rating downgrade or withdrawal, in either case, citing servicing concerns with CWCapital as the sole or material factor in such rating action or in the case of S&P, CWCapital is removed from S&P's approved primary servicer list, and

	•	CWCapital shall cease to be an approved servicer of multifamily mortgage loans for at least one of Federal Home Loan Mortgage Corporation ("FHLMC"), Federal National Mortgage Association ("FNMA") or the Department of Housing and Urban Development ("HUD").

Upon the occurrence and continuance of an event of default by CWCapital under the primary servicing agreement, the Master Servicer may (but is not required to) terminate the rights and obligations of CWCapital under the primary servicing agreement. The Master Servicer is also authorized under the primary servicing agreement to waive any event of default under the primary servicing agreement. If the Master Servicer terminates CWCapital as primary servicer under the primary servicing agreement or the parties otherwise agree to terminate the primary servicing agreement, the Master Servicer will be required to itself perform its servicing responsibilities under the Pooling and Servicing Agreement until a new primary servicer, if any, is appointed.

Any successor primary servicer is required to be (i) a company whose business includes the origination and servicing of mortgage loans and which is authorized to transact business in the states in which the related Mortgaged Properties are located, (ii) an approved servicer of multifamily mortgage loans for FHLMC or FNMA or a HUD-approved servicer and (iii) acceptable to the Master Servicer (which acceptance must not be unreasonably withheld or delayed).

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Under the primary servicing agreement, CWCapital will indemnify the Master Servicer with respect to the performance of its duties as primary servicer, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence by the Master Servicer in the performance of its duties thereunder or by the Master Servicer’s reckless disregard of obligations and duties thereunder. The primary servicing agreement will provide that the liability of the primary servicer to the Master Servicer will be subject to limitations that are substantially similar to the limitations described under ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENT—Certain Matters Regarding the Master Servicer and the Depositor’’ in the accompanying prospectus.

Certain Special Servicing Provisions

With respect to the Mortgage Loans, the Pooling and Servicing Agreement permits the holder (or holders) of the majority of the Voting Rights allocated to the Controlling Class to replace the Special Servicer and to select a representative (the ‘‘Controlling Class Representative’’) who may advise the Special Servicer and whose approval is required for certain actions by the Special Servicer under certain circumstances. With respect to the Prime Outlets Pool Loan, the rights of the Controlling Class Representative to advise on certain servicing actions are shared with the 2006-C23 Controlling Class Representative. For example, the 2006-C23 Special Servicer may be removed at any time, with or without cause, by the 2006-C23 Controlling Class Representative, but only with the consent of the Controlling Class Representative. See ‘‘—Servicing of the Prime Outlets Pool Loan’’ below. Notwithstanding anything contained in this prospectus supplement to the contrary, the holders of the Companion Loans may have the ability to exercise some or all of the rights of the Controlling Class and the Controlling Class Representative as well as certain additional rights as more fully described in ‘‘—The Controlling Class Representative’’ below including, with respect to the Marriott—Chicago, IL Loan, the 530 Fifth Avenue Loan and Rao's City Views Apartment Building Loan, the right to replace the Special Servicer solely with respect to the Marriott—Chicago, IL Loan, the 530 Fifth Avenue Loan and Rao's City Views Apartment Building Loan, respectively. The Controlling Class Representative with respect to the Mortgage Loans is selected by holders of Certificates representing more than 50% of the Certificate Balance of the Controlling Class. See ‘‘—The Controlling Class Representative’’ below. Such holder (or holders) will be required to pay all out-of-pocket costs related to the transfer of servicing if the Special Servicer is replaced other than due to an event of default, including without limitation, any costs relating to Rating Agency confirmation and legal fees associated with the transfer. The ‘‘Controlling Class’’ is the Class of Sequential Pay Certificates, (i) which bears the latest payment priority and (ii) the Certificate Balance of which is greater than 25% of its original Certificate Balance; 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. The Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A Certificates will be treated as one Class for purposes of determining the Controlling Class.

The Special Servicer is responsible for servicing and administering any Mortgage Loan (other than the Prime Outlets Pool Loan) or Companion Loan (other than the Prime Outlets Pool Pari Passu Companion Loan) as to which (a) the related mortgagor has (i) failed to make within 60 days of the date due any Balloon Payment; provided, however, that if the borrower 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 borrower 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 such time specified in the commitment, a Servicing Transfer Event will be deemed to have occurred), or (ii) failed to make when due any Periodic Payment (other than a Balloon Payment), and such failure has continued unremedied for 60 days; (b) the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) has determined, 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

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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; and provided, that a default that would give rise to an acceleration right without any grace period shall be deemed to have a grace period equal to zero) is likely to occur and is likely to remain unremedied for at least 60 days; (c) there shall have occurred a default (other than as described in clause (a) above and, in certain circumstances, the failure to maintain insurance for terrorist or similar attacks or for other risks required by the Mortgage Loan documents to be insured against pursuant to the terms of the Pooling and Servicing Agreement) 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, in its good faith and reasonable judgment and in accordance with the Servicing Standard, materially impairs the value of the Mortgaged Property as security for the Mortgage Loan and, if applicable, Companion Loan or otherwise materially adversely affects the interests of Certificateholders and that continues unremedied beyond the applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified, for 60 days and 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); (d) a decree or order under any bankruptcy, insolvency or similar law shall have been entered against the related borrower and such decree or order shall have remained in force, undischarged, undismissed or unstayed for a period of 60 days; (e) the related borrower shall consent to the appointment of a conservator or receiver or liquidator in any insolvency or similar proceedings of or relating to such related borrower or of or relating to all or substantially all of its property; (f) the related borrower shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (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 or 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 for 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 (each event described in clauses (a) through (h) above, a ‘‘Servicing Transfer Event’’).

In general, as long as a Co-Lender Loan (other than the Prime Outlets Pool Loan) is owned by the Trust Fund, each related Companion Loan will be serviced and administered under the Pooling and Servicing Agreement as if it were a Mortgage Loan and the holder of the related promissory note were a Certificateholder. If a Companion Loan (other than the Prime Outlets Pool Pari Passu Companion Loan) becomes specially serviced, then the Co-Lender Loan will become a Specially Serviced Mortgage Loan. If a Co-Lender Loan (other than the Prime Outlets Pool Loan) becomes a Specially Serviced Mortgage Loan, then the related Companion Loan will become a Specially Serviced Mortgage Loan.

If any amounts due under a Co-Lender Loan or the related Subordinate Companion Loans are accelerated after an event of default under the applicable Mortgage Loan documents, the holder of any related Subordinate Companion Loan will be entitled to purchase the related Mortgage Loan at the price described under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in this prospectus supplement.

If a Servicing Transfer Event occurs with respect to any Mortgage Loan (other than the Prime Outlets Pool Loan) or a related Companion Loan, the Master Servicer is in general required to transfer its servicing responsibilities with respect to such Mortgage Loan and Companion Loan to the Special Servicer. Notwithstanding such transfer, the Master Servicer will continue to receive payments on such Mortgage Loan and/or Companion Loan (including amounts collected by the Special Servicer), to make certain calculations with respect to such Mortgage Loan and Companion Loan, and to make remittances (including, if necessary, P&I Advances, as described in the Pooling and Servicing Agreement) and prepare

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certain reports to the Trustee with respect to such Mortgage Loan. If title to the related Mortgaged Property is acquired by the Trust Fund (upon acquisition, an ‘‘REO Property’’), whether through foreclosure, deed in lieu of foreclosure or otherwise, the Special Servicer will continue to be responsible for the management thereof.

Mortgage Loans and Companion Loans serviced by the Special Servicer, together with any REO Properties are referred to in this prospectus supplement as ‘‘Specially Serviced Mortgage Loans’’. The Master Servicer has no responsibility for the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement.

A Mortgage Loan (other than the Prime Outlets Pool Loan) or Companion Loan (other than the Prime Outlets Pool Pari Passu Companion Loan) will cease to be a Specially Serviced Mortgage Loan (and will become a ‘‘Corrected Mortgage Loan’’ as to which the Master Servicer will re-assume servicing responsibilities):

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

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

(c)    with respect to the circumstances described in clause (c) of the definition of Servicing Transfer Event, when such default is cured; and

(d)    with respect to the circumstances described in clause (h) of the definition of Servicing Transfer Event, when such proceedings are terminated;

so long as at that time no other Servicing Transfer Event then exists and provided no additional default is foreseeable in the reasonable good faith judgment of the Special Servicer.

The Master Servicer (or, in certain limited cases with respect to Specially Serviced Mortgage Loans, the Special Servicer), either directly or through sub-servicers, will direct the deposit, transfer and disbursement of collections on the Mortgage Loans consistent with the Servicing Standard. Account activity will not generally be independently audited or verified. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account’’ and ‘‘—Collection and Other Servicing Procedures’’ in the attached prospectus.

Servicing of the Prime Outlets Pool Loan

The Prime Outlets Pool Loan, and any related REO Property, is being serviced under the pooling and servicing agreement which governs the 2006-C23 Transaction (the ‘‘2006-C23 Pooling and Servicing Agreement’’). Accordingly, the master servicer under the 2006-C23 Pooling and Servicing Agreement (the ‘‘2006-C23 Master Servicer’’) will generally make advances and remit collections on the Prime Outlets Pool Loan to or on behalf of the Trust Fund. However, the Master Servicer will generally be obligated to compile reports, that include information on the Prime Outlets Pool Loan, and to enforce the terms of the Prime Outlets Pool Intercreditor Agreement and make certain advances with respect to the Prime Outlets Pool Loan, subject to its non-recoverability determination to the extent the 2006-C23 Master Servicer fails to make any advance it would otherwise be required to under the 2006-C23 Pooling and Servicing Agreement. The servicing arrangements under the 2006-C23 Pooling and Servicing Agreement are generally similar (but are not identical) to the servicing arrangements under the Pooling and Servicing Agreement.

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In that regard:

	•	Wachovia Bank, National Association is the 2006-C23 Master Servicer under the 2006-C23 Pooling and Servicing Agreement. The special servicer under the 2006-C23 Pooling and Servicing Agreement with respect to each of the mortgage loans serviced under the 2006-C23 Pooling and Servicing Agreement is LNR Partners, Inc. (the ‘‘2006-C23 Special Servicer’’).

	•	The trustee under the 2006-C23 Pooling and Servicing Agreement is Wells Fargo Bank, N.A. (the ‘‘2006-C23 Trustee’’), who will be the mortgagee of record for the Prime Outlets Pool Loan.

	•	The Master Servicer, the Special Servicer or the Trustee under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise the 2006-C23 Master Servicer, the 2006-C23 Special Servicer or the 2006-C23 Trustee or (b) except as described below, make servicing advances with respect to the Prime Outlets Pool Loan. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certificateholders with respect to the Prime Outlets Pool Loan is dependent on its receipt of the corresponding information and collection from the 2006-C23 Master Servicer or the 2006-C23 Special Servicer.

	•	Pursuant to the 2006-C23 Pooling and Servicing Agreement, the liquidation fee, the special servicing fee and the workout fee with respect to the Prime Outlets Pool Loan will be generally the same as under the Pooling and Servicing Agreement.

	•	The Master Servicer will be required to make P&I Advances with respect to the Prime Outlets Pool Loan that the 2006-C23 Master Servicer is required but fails to make, unless the 2006-C23 Master Servicer or the Master Servicer, after receiving the necessary information from the 2006-C23 Master Servicer, has determined that such advance would not be recoverable from collections on the Prime Outlets Pool Loan.

	•	If the 2006-C23 Master Servicer determines that a servicing advance it made with respect to the Prime Outlets Pool Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed from general collections on all Mortgage Loans.

	•	The 2006-C23 Master Servicer is responsible for any request made by the borrower under the Prime Outlets Pool Whole Loan to approve certain leasing activities other than granting or entering into any subordination, non-disturbance or attornment agreement (an ‘‘SNDA’’), it being agreed pursuant to the terms of the 2006-C23 Pooling and Servicing Agreement, that the 2006-C23 Master Servicer shall not grant, but shall forward to the 2006-C23 Special Servicer, all requests for and any lease that requires an SNDA (or any waiver, consent, approval, amendment or modification in connection therewith).

The 2006-C23 Master Servicer.    Wachovia Bank, National Association is the 2006-C23 Master Servicer under the 2006-C23 Pooling and Servicing Agreement. See ‘‘—The Master Servicer’’ in this prospectus supplement.

The 2006-C23 Special Servicer. LNR Partners, Inc. is the 2006-C23 Special Servicer under the 2006-C23 Pooling and Servicing Agreement. See "—LNR Partners, Inc. as 2006-C23 Special Servicer" in this prospectus supplement.

The 2006-C23 Trustee.    Wells Fargo Bank, N.A. is the 2006-C23 Trustee under the 2006-C23 Pooling and Servicing Agreement. See ‘‘DESCRIPTION OF THE CERTIFICATES—The Trustee’’ in this prospectus supplement.

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Compensation and Payment of Expenses

The Master Servicer, the Special Servicer and the Trustee will be entitled to payment of certain fees as compensation for its services performed under the Pooling and Servicing Agreement. Certain additional fees and costs payable by the related Mortgagors are allocable to the Master Servicer, the Special Servicer and the Trustee, but such amounts are not payable from amounts that the Trust Fund is entitled to receive.

The table below summarizes the related fees and expenses to be paid from the assets of the Trust Fund and the recipient, general purpose and frequency of payments for those fees and expenses:

Type / Recipient(1)(2)

Amount

Source(3)

Frequency

Fees

Master Servicing Fee / Master Servicer and Primary Servicer

With respect to the pool of Mortgage Loans (other than Specially Serviced Mortgage Loans) in the Trust Fund, one-twelfth of the product of the related annual Master Servicing Fee Rate(4) calculated on the outstanding principal amount of the pool of Mortgage Loans in the Trust Fund. With respect to each mortgage loan for which a primary servicer acts as primary servicer, a portion of the master servicing fee is payable to that primary servicer.

First, out of recoveries of interest with respect to that Mortgage Loan and then, if the related Mortgage Loan and any related REO Property has been liquidated, out of general collections on deposit in the Certificate Account.

Monthly

Additional Master Servicing Compensation / Master Servicer and Primary Servicer(5)

Prepayment Interest Excesses, net of Prepayment Interest Shortfalls, on underlying Mortgage Loans that are the subject of a principal prepayment in full or in part after its due date in any collection period.

Interest payments made by the related borrower intended to cover interest accrued on the subject principal prepayment with respect to the related Mortgage Loan during the period from and after the related Due Date.

Time to time

All interest and investment income earned on amounts on deposit in the collection account.

Interest and investment income related to the subject accounts (net of investment losses).

Monthly

All interest and investment income earned on amounts on deposit in the servicing accounts and reserve accounts, to the extent not otherwise payable to the borrower.

Interest and investment income related to the subject accounts (net of investment losses).

Monthly

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Type / Recipient(1)(2)

Amount

Source(3)

Frequency

Fees

Late payment charges and default interest actually collected with respect to any Mortgage Loan in the Trust Fund during any collection period, but only to the extent that such late payment charges and default interest accrued while it was a non-specially serviced Mortgage Loan and are not otherwise allocable to pay the following items with respect to the related Mortgage Loan: (i) interest on advances; or (ii) Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout Fees) currently payable or previously paid with respect to the related Mortgage Loan or Mortgaged Property from collections on the mortgage pool and not previously reimbursed.

Payments of late payment charges and default interest made by borrowers with respect to the underlying Mortgage Loans.

Time to time

Special Servicing Fee / Special Servicer

With respect to each Mortgage Loan that is being specially serviced or as to which the related Mortgaged Property has become an REO Property, one-twelfth of the product of the annual Special Servicing Fee Rate(6) computed on the basis of the same principal amount in respect of which any related interest payment is due on such Mortgage Loan or REO Loan.

Out of general funds on deposit in the Certificate Account.

Monthly

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Type / Recipient(1)(2)

Amount

Source(3)

Frequency

Fees

Workout Fee / Special Servicer

With respect to each Mortgage Loan that is a worked-out Mortgage Loan, the Workout Fee Rate of 1.00% multiplied by all payments of interest and principal received on the subject Mortgage Loan for so long as it remains a Corrected Mortgage Loan.

Out of each collection of interest (other than default interest), principal, and prepayment consideration received on the related Mortgage Loan.

Time to time

Liquidation Fee / Special Servicer

With respect to any Specially Serviced Mortgage Loan for which the Special Servicer obtains a full or partial payment of any liquidation proceeds an amount calculated by application of a liquidation fee rate of 1.00% to the related payment or proceeds (exclusive of default interest).

Out of the full, partial or discounted payoff obtained from the related borrower and/or liquidation proceeds (exclusive of any portion of that payment or proceeds that represents a recovery of default interest) in respect of the related Specially Serviced Mortgage Loan or related REO Property, as the case may be.(7)

Time to time

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Type / Recipient(1)(2)

Amount

Source(3)

Frequency

Fees

Additional Special Servicing Compensation / Special Servicer

All interest and investment income earned on amounts on deposit in the Special Servicer’s REO accounts.

Interest and investment income related to the subject accounts (net of investment losses).

Time to time

Late payment charges and default interest actually collected with respect to any Mortgage Loan, but only to the extent such late payment charges and default interest (a) accrued with respect to that Mortgage Loan while it was specially serviced or after the related mortgaged property became an REO Property and (b) are not otherwise allocable to pay the following items with respect to the related Mortgage Loan or REO Property: (i) interest on advance, or (ii) Additional Trust Fund Expenses (exclusive of special servicing fees, liquidation fees and workout fees) currently payable or previously paid with respect to the related Mortgage Loan, Mortgaged Property or REO Property from collections on the mortgage pool and not previously reimbursed.

Late payment charges and default interest actually collected in respect of the underlying Mortgage Loans.

Time to time

Additional Servicing Compensation / Master Servicer (or Primary Servicer, if applicable) and/or Special Servicer

All modification fees, assumption fees, defeasance fees and other application fees actually collected on the Mortgage Loans.(8)

Related payments made by borrowers with respect to the related Mortgage Loans.

Monthly

Trustee Fee / Trustee

With respect to each distribution date, an amount equal to one-twelfth of the product of the annual Trustee Fee Rate(9) calculated on the outstanding principal amount of the pool of Mortgage Loans in the Trust Fund.

Out of general funds on deposit in the Certificate Account.

Monthly

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Type / Recipient(1)(2)

Amount

Source(3)

Frequency

Fees

Additional Trustee Compensation / Trustee

All interest and investment income earned on amounts on deposit in the Distribution Account, the Interest Reserve Account, the Additional Interest Account and the Gain-On-Sale Reserve Account.

Interest and investment income related to the subject accounts (net of investment losses).

Monthly

Expenses

Servicing Advances / Master Servicer, Special Servicer or Trustee

To the extent of funds available, the amount of any servicing advances.

First, from funds collected with respect to the related Mortgage Loan and then out of general funds on deposit in the Certificate Account, subject to certain limitations, and, under certain circumstances, from collections on the related Companion Loan.

Time to time

Interest on Servicing Advances / Master Servicer, Special Servicer or Trustee

At a rate per annum equal to the Reimbursement Rate calculated on the number of days the related Advance remains unreimbursed.

First, out of default interest and late payment charges on the related Mortgage Loan and then, after or at the same time that advance is reimbursed, out of any other amounts then on deposit in the Master Servicer’s Certificate Account, and, under certain circumstances, from collections on the related Companion Loan.

Monthly

P&I Advances / Master Servicer and Trustee

To the extent of funds available, the amount of any P&I Advances.

First, from funds collected with respect to the related Mortgage Loan and then out of general funds on deposit in the Certificate Account, subject to certain limitations.

Time to time

Interest on P&I Advances / Master Servicer and Trustee

At a rate per annum equal to Reimbursement Rate.

First, out of default interest and late payment charges on the related Mortgage Loan and then, after or at the same time that advance is reimbursed, out of any other amounts then on deposit in the Master Servicer’s Certificate Account.

Monthly

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Type / Recipient(1)(2)

Amount

Source(3)

Frequency

Expenses

Indemnification Expenses/Trustee, Depositor, Master Servicer or Special Servicer and any director, officer, employee or agent of any of the foregoing parties

Amount to which such party is entitled for indemnification under the Pooling and Servicing Agreement.

Out of general funds on deposit in the Certificate Account, subject to certain limitations.

Time to time

(1)	The 2006-C23 Master Servicer and 2006-C23 Special Servicer are generally entitled to payment of similar fees and expenses from the same sources of funds with respect to the Prime Outlets Pool Loan pursuant to the 2006-C23 Pooling and Servicing Agreement. See "—Servicing of the Prime Outlets Pool Loan" in this prospectus supplement.

(2)

If the Trustee succeeds to the position of Master Servicer, it will be entitled to receive the same fees and expenses of the Master Servicer described in this prospectus supplement. Any change to the fees and expenses described in this prospectus supplement would require an amendment to the Pooling and Servicing Agreement. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Amendment’’ in the accompanying prospectus.

(3)	Unless otherwise specified, the fees and expenses shown in this table are paid (or retained by the Master Servicer or Trustee in the case of amounts owed to either of them) prior to distributions on the Certificates.

(4)	The Master Servicing Fee for each mortgage loan will range, on a loan-by-loan basis, from 0.0200% per annum to 0.0900% per annum, as described in this ‘‘—Compensation and Payment of Expenses’’ section.

(5)	The Master Servicer will be entitled to the indicated amounts with respect to the Mortgage Loans. However, with respect to each Mortgage Loan for which a primary servicer acts as primary servicer, that primary servicer will be entitled to all or a portion of the indicated amount that is otherwise payable to the Master Servicer. See "—CWCapital as a Primary Servicer" in this prospectus supplement.

(6)	The Special Servicing Fee Rate for each mortgage loan will equal 0.25% per annum, as described in this ‘‘—Compensation and Payment of Expenses’’ section.

(7)	Circumstances as to when a Liquidation Fee is not payable are set forth in this ‘‘—Compensation and Payment of Expenses’’ section.

(8)	Allocable between the Master Servicer and the Special Servicer as provided in the Pooling and Servicing Agreement.

(9)	The Trustee Fee Rate will equal 0.0007% per annum, as described in this prospectus supplement under ‘‘DESCRIPTION OF THE CERTIFICATES—The Trustee’’.

As compensation for its services, the Trustee will be entitled to receive monthly, from general funds on deposit in the Certificate Account, the Trustee Fee. The ‘‘Trustee Fee’’ for each Mortgage Loan and REO Mortgage Loan for any Distribution Date equals one month’s interest for the most recently ended calendar month (calculated on the basis of a 360-day year consisting of twelve 30-day months), accrued at the Trustee Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO Mortgage 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).

The principal compensation to be paid to the Master Servicer in respect of its servicing activities is the Master Servicing Fee. The ‘‘Master Servicing Fee’’ is payable monthly on a loan-by-loan basis from amounts received in respect of interest on each Mortgage Loan and each Specially Serviced Mortgage Loan (and from revenue with respect to each REO Mortgage Loan), is calculated on the basis of a 360-day year consisting of twelve 30-day months, accrues at the related Master Servicing Fee Rate and is computed on the basis of the same principal amount respecting which any related interest payment due on the Mortgage Loan is computed. The ‘‘Master Servicing Fee Rate’’ is a per annum rate ranging from 0.0200% to 0.0900%. As of the Cut-Off Date, the weighted average Master Servicing Fee Rate will be approximately 0.0231% per annum. The Master Servicer will not be entitled to receive a separate fee with respect to a Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. Otherwise, all references in this section to ‘‘Mortgage Loans’’ will include the Companion Loans unless otherwise specified.

The Prime Outlets Pool Loan will be serviced by the 2006-C23 Master Servicer.

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CWCapital LLC will be entitled to a primary servicing fee with respect to the Mortgage Loans for which it is the primary servicer. The rate at which the primary servicing fee for each Mortgage Loan accrues is included in the Master Servicing Fee Rate for each of those Mortgage Loans.

The principal compensation to be paid to the Special Servicer in respect of its special servicing activities is the Special Servicing Fee (together with the Master Servicing Fee, the ‘‘Servicing Fees’’) and, under the circumstances described in this prospectus supplement, Liquidation Fees and Workout Fees. The ‘‘Special Servicing Fee’’ is calculated on the basis of a 360-day year consisting of twelve 30-day months, accrues at a rate (the ‘‘Special Servicing Fee Rate’’) equal to 0.25% per annum, is computed on the basis of the same principal amount respecting which any related interest payment due on such Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case may be, is paid. However, earned Special Servicing Fees are payable out of general collections on the Mortgage Loans then on deposit in the Certificate Account. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan (or REO Mortgage Loan) will cease to accrue if such loan (or the related REO Property) is liquidated or if such loan becomes a Corrected Mortgage Loan.

The Special Servicer is entitled to a ‘‘Liquidation Fee’’ with respect to each Specially Serviced Mortgage Loan, which Liquidation Fee generally will be in an amount equal to 1.00% of all whole or partial cash payments of Liquidation Proceeds (as defined in the accompanying Prospectus) received in respect thereof; provided, however, in no event shall the Liquidation Fee be payable to the extent a Workout Fee is payable concerning the related cash payments. However, no Liquidation Fee will be payable in connection with, or out of, insurance proceeds, condemnation proceeds or Liquidation Proceeds (as defined in the accompanying Prospectus) resulting from, the purchase of any Specially Serviced Mortgage Loan (i) by any Mortgage Loan Seller (as described in this prospectus supplement under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ and ‘‘—Representations and Warranties; Repurchases and Substitutions’’) within the time period specified therein, (ii) by the Master Servicer, the Special Servicer, the Depositor or the Majority Subordinate Certificateholder as described in this prospectus supplement under ‘‘DESCRIPTION OF THE CERTIFICATES—Termination’’ or (iii) in certain other limited circumstances.

The Special Servicer also is entitled to a ‘‘Workout Fee’’ with respect to each Corrected Mortgage Loan, which is generally equal to 1.00% of all payments of interest and principal received on such Mortgage Loan for so long as it remains 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 Mortgage Loan that became a Corrected Mortgage Loan during the period that it acted as Special Servicer and remained a Corrected Mortgage Loan at the time of its termination or resignation or if the Special Servicer resolved the circumstances and/or conditions (including by way of a modification of the related Mortgage Loan documents) causing the Mortgage Loan to be a Specially Serviced Mortgage Loan, but the Mortgage Loan had not as of the time the Special Servicer is terminated or resigns become a Corrected Mortgage Loan because the related borrower had not made three consecutive monthly debt service payments and subsequently becomes a Corrected Mortgage Loan as a result of making such three consecutive payments. The successor Special Servicer will not be entitled to any portion of those Workout Fees.

If a borrower prepays a Mortgage Loan on a date that is prior to its Due Date in any Collection Period, the amount of interest (net of related Master Servicing Fees and, if applicable, Additional Interest) that accrues on the Mortgage Loan during such Collection Period will be less (such shortfall, a ‘‘Prepayment Interest Shortfall’’) than the amount of interest (net of related Master Servicing Fees and, if applicable, Additional Interest and without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) that would have accrued on the Mortgage Loan through its Due Date. If such a principal prepayment occurs during any Collection Period after the Due Date for such Mortgage Loan in such Collection Period, the amount of interest (net of related Master Servicing Fees) that accrues and is collected on the Mortgage Loans during such Collection Period will exceed (such excess, a ‘‘Prepayment Interest Excess’’) the amount of interest (net of related Master Servicing Fees, and without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) that would have been collected on the Mortgage Loan during such Collection Period if the borrower had not prepaid. Any Prepayment Interest Excesses collected will be paid to the Master Servicer as additional servicing compensation.

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However, with respect to each Distribution Date, the Master Servicer is required to deposit into the Certificate Account (such deposit, a ‘‘Compensating Interest Payment’’), without any right of reimbursement therefor, with respect to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other than any Mortgage Loan on which the Special Servicer has waived a prepayment restriction and other than any Companion Loan) 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 sum of (a) the Master Servicing Fee (up to a Master Servicing Fee 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, and (ii) the amount of the related Prepayment Interest Shortfall; 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. Compensating Interest Payments will not cover shortfalls in Mortgage Loan interest accruals that result from any liquidation of a defaulted Mortgage Loan, or of any REO Property acquired in respect thereof, that occurs during a Collection Period prior to the related Due Date therein or involuntary prepayments.

As additional servicing compensation, the Master Servicer and/or the Special Servicer is entitled to retain all modification fees, assumption fees, defeasance fees, assumption and other application fees, late payment charges and default interest (to the extent not used to offset interest on Advances, Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) and the cost of property inspections as provided in the Pooling and Servicing Agreement and to the extent not otherwise allocated to the Companion Loan in accordance with the related Intercreditor Agreement) and Prepayment Interest Excesses collected from borrowers on Mortgage Loans. In addition, to the extent the Master Servicer or the Special Servicer receives late payment charges or default 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 has been paid and not previously reimbursed to the Trust Fund, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest or Additional Trust Fund Expenses. In addition, each of the Master Servicer and the Special Servicer is authorized to invest or direct the investment of funds held in those accounts maintained by it that relate to the Mortgage Loans or REO Properties, as the case may be, in certain short-term United States government securities and certain other permitted investment grade obligations, and the Master Servicer and the Special Servicer each will be entitled to retain any interest or other income earned on such funds held in those accounts maintained by it, but shall be required to cover any losses on investments of funds held in those accounts maintained by it, from its own funds without any right to reimbursement, except in certain limited circumstances described in the Pooling and Servicing Agreement.

Each of the Master Servicer and Special Servicer is, in general, required to pay all ordinary expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement, including the fees and any additional servicing compensation of any sub-servicers retained by it, and is not entitled to reimbursement therefor except as expressly provided in the Pooling and Servicing Agreement. However, each of the Master Servicer and Special Servicer is permitted to pay certain of such expenses (including certain expenses incurred as a result of a Mortgage Loan default) directly out of the Certificate Account and at times without regard to the Mortgage Loan with respect to which such expenses were incurred. See ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions’’ in this prospectus supplement and ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account’’ and ‘‘—Servicing Compensation and Payment of Expenses’’ in the accompanying prospectus.

As and to the extent described in this prospectus supplement under ‘‘DESCRIPTION OF THE CERTIFICATES—P&I Advances’’, each of the Master Servicer and the Trustee is entitled to receive interest, at the Reimbursement Rate, on any reimbursable servicing expenses incurred by it. Such interest will compound annually and will be paid, contemporaneously with the reimbursement of the related servicing expense, first out of late payment charges and default interest received on the related Mortgage Loan during the Collection Period in which such reimbursement is made and then from general collections on the Mortgage Loans then on deposit in the Certificate Account. In addition, to the extent

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the Master Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on servicing expenses related to such Mortgage Loan has been paid from general collections on deposit in the Certificate Account and not previously reimbursed, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest.

Modifications, Waivers and Amendments

The Pooling and Servicing Agreement permits the Special Servicer (subject, with respect to the Co-Lender Loans, to certain rights of the holder of any related Companion Loan and subject to the Master Servicer’s right to approve certain transfers of the equity interests in the related borrowers and waivers regarding due-on-sale and due-on-encumbrance provisions for certain Mortgage Loans as described below) to modify, waive or amend any term of any Mortgage Loan (other than the Prime Outlets Pool Loan) if (a) it determines, in accordance with the Servicing Standard, that it is appropriate to do so and the Special Servicer determines that such modification, waiver or amendment is not ‘‘significant’’ within the meaning of Treasury Regulations Section 1.860G-2(b), and (b) except as described in the following paragraph, such modification, waiver or amendment, will not (i) affect the amount or timing of any related payments of principal, interest or other amount (including Prepayment Premiums and Yield Maintenance Charges) payable under the Mortgage Loan, (ii) affect the obligation of the related borrower to pay a Prepayment Premium or Yield Maintenance Charge or permit a principal prepayment during the applicable Lockout Period, (iii) except as expressly provided by the related Mortgage or in connection with a material adverse environmental condition at the related Mortgaged Property, result in a release of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value of the property released, (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 is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, permit the transfer of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the related borrower or an 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 (as applicable) that such change will not result in the qualification, downgrade or withdrawal of 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 LTV that is equal to or greater than 85% or has an aggregate DSCR 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 of the ratings then assigned to the Certificates, or (vi) in the good faith, reasonable judgment of the Special Servicer, materially impair the security for the Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. As provided in the Pooling and Servicing Agreement, the Master Servicer may approve certain transfers of the equity interests in the related borrowers and waivers regarding due-on-sale or due-on-encumbrance provisions relating to Mortgage Loans with tenants-in-common borrowing entities, subject to the Servicing Standard, the related Mortgage Loan documents and certain limiting conditions as set forth in the Pooling and Servicing Agreement, including Rating Agency approval of any such waivers for Mortgage Loans with certain outstanding Stated Principal Balances and that meet certain other financial thresholds.

Notwithstanding clause (b) of the preceding paragraph and, with respect to the Co-Lender Loans (other than the Prime Outlets Pool Loan), subject to certain rights of the holders of any related Companion Loan, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/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 Controlling

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Class approval for up to two one-year extensions), and/or (v) accept a principal prepayment during any Lockout Period; provided that (x) the related borrower is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default by the borrower is reasonably foreseeable, (y) in the reasonable, good faith judgment of the Special Servicer, such modification would increase the recovery to Certificateholders (and any of the holders of the Companion Loans, taken as a collective whole, as applicable) on a net present value basis determined in accordance with the Servicing Standard and (z) such modification, waiver or amendment does not result in a tax being imposed on the Trust Fund or cause any REMIC relating to the assets of the Trust Fund to fail to qualify as a REMIC at any time the Certificates are outstanding. In no event, however, is the Special Servicer permitted to (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 any Class IO Certificates) then outstanding, or (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 also by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is 20 years prior to the expiration of the term of such ground lease or (iv) defer interest due on any Mortgage Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. The Special Servicer will have the ability, subject to the Servicing Standard described under ‘‘—General’’ above, to modify Mortgage Loans with respect to which default is reasonably foreseeable, but which are not yet in default.

The Special Servicer is required to notify the Trustee, the Master Servicer, the Controlling Class Representative and the Rating Agencies and, with respect to the Co-Lender Loans (other than the Prime Outlets Pool Loan), subject to certain rights of the holders of the related Companion Loans, of any material modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan, and to deliver to the Trustee or the related Custodian (with a copy to the Master Servicer), for deposit in the related Mortgage File, an original counterpart of the agreement related 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 Specially Serviced Mortgage Loan is effected are required to be available for review during normal business hours at the offices of the Special Servicer. See ‘‘DESCRIPTION OF THE CERTIFICATES—Reports to Certificateholders; Available Information’’ in this prospectus supplement.

For any Mortgage Loan, other than a Specially Serviced Mortgage Loan and/or the Prime Outlets Pool Loan, and subject to the rights of the Special Servicer, and, with respect to the Co-Lender Loans, subject to certain rights of the holders of the related Companion Loans, the Master Servicer is responsible for any request by a borrower for the consent to modify, waive or amend certain terms as specified in the Pooling and Servicing Agreement, including, without limitation, (i) approving certain leasing activities, subject to certain thresholds as more particularly set forth in the Pooling and Servicing Agreement, (ii) approving certain substitute property managers, (iii) approving certain waivers regarding the timing or need to audit certain financial statements, (iv) approving certain modifications in connection with a defeasance permitted by the terms of the applicable Mortgage Loan documents and (v) approving certain consents with respect to non-material rights-of-way and easements and consents to subordination of the related Mortgage Loan to such non-material easements or rights-of-way as more specifically set forth in the Pooling and Servicing Agreement.

Generally, any modification, extension, waiver or amendment of the payment terms of a Co-Lender Loan will be required to be structured so as to be consistent with the allocation and payment priorities in the related loan documents and the related Intercreditor Agreement, such that neither the Trust Fund as holder of the Co-Lender Loan, nor the holder(s) of the related Companion Loans gain a priority over the other such holder that is not reflected in the related Mortgage Loan documents and the related Intercreditor Agreement.

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The Controlling Class Representative

Subject to the succeeding paragraphs, and other than with respect to the Prime Outlets Pool Loan, the Controlling Class Representative is entitled to advise the Special Servicer with respect to the following actions of the Special Servicer, and the Special Servicer is not 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 (provided that if such written objection has not been received by the Special Servicer within such ten business day period, then the Controlling Class Representative’s approval will be deemed to have been given):

(i)    any actual or proposed foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default;

(ii)    any modification or waiver of any term of the related Mortgage Loan documents of a Mortgage Loan that relates to the Maturity Date, Mortgage Rate, principal balance, amortization term, payment frequency or any provision requiring the payment of a Prepayment Premium or Yield Maintenance Charge (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 as described under ‘‘DESCRIPTION OF THE CERTIFICATES—Termination’’ in this prospectus supplement or pursuant to a Purchase Option as described below under ‘‘—Defaulted Mortgage Loans; REO Properties; Purchase Option’’);

(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 Mortgage Loan documents;

(vi)    any waiver of a ‘‘due-on-sale’’ or ‘‘due-on-encumbrance’’ clause;

(vii)    any release of any performance or ‘‘earn-out’’ reserves, escrows or letters of credit;

(viii)    any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan (other than in connection with a defeasance permitted under the terms of the applicable Mortgage Loan documents);

(ix)    any termination of, or modification of, any applicable franchise agreements related to a Mortgage Loan secured by a hotel;

(x)    any termination of the related property manager for Mortgage Loans having an outstanding principal balance of greater than $5,000,000;

(xi)    any determination to allow a borrower not to maintain terrorism insurance; and

(xii)    any determination to decrease the time period referenced in clause (g) of the definition of Servicing Transfer Event.

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 the Pooling and Servicing Agreement; provided that no such direction and no objection contemplated by the prior paragraph may (i) require or cause the Special Servicer to violate any REMIC provisions, any provision of the Pooling and Servicing Agreement or applicable law, including the Special Servicer’s obligation to act in accordance with the Servicing Standard, or (ii) expose the Master Servicer, the Special Servicer, the Trust Fund or the Trustee to liability, or materially expand the scope of the Special Servicer or its responsibilities under the Pooling and Servicing Agreement 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. Cadim TACH inc. or an affiliate, will be the initial Controlling Class Representative.

Pursuant to the 2006-C23 Pooling and Servicing Agreement and the Prime Outlets Pool Intercreditor Agreement, with respect to the Prime Outlets Pool Loan, the Controlling Class Representative will

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generally share with the controlling class representative under the 2006-C23 Pooling and Servicing Agreement (the ‘‘2006-C23 Controlling Class Representative’’) the rights given to the 2006-C23 Controlling Class Representative under the 2006-C23 Pooling and Servicing Agreement to direct the 2006-C23 Master Servicer and/or 2006-C23 Special Servicer with respect to the servicing of the Prime Outlets Pool Loan and the related Pari Passu Companion Loan. American Capital Strategies, Ltd. is the 2006-C23 Controlling Class Representative and is an affiliate of the 2006-C23 Special Servicer. In general, in the event that the 2006-C23 Controlling Class Representative is required to give its consent or advice or otherwise take any action with respect to the Prime Outlets Pool Loan, the 2006-C23 Controlling Class Representative will generally be required to confer with the Controlling Class Representative regarding such advice or consent. In the event that the 2006-C23 Controlling Class Representative and the Controlling Class Representative disagree with respect to such advice, consent or action, the Prime Outlets Pool Intercreditor Agreement and the 2006-C23 Pooling and Servicing Agreement provide that the 2006-C23 Controlling Class Representative and the Controlling Class Representative will contract with a third party designated under the Prime Outlets Pool Intercreditor Agreement to resolve such disagreement and the decision of such third party will be binding upon the 2006-C23 Controlling Class Representative and the Controlling Class Representative in accordance with the Prime Outlets Pool Intercreditor Agreement.

In addition, the holder of the Caplease Companion Loan may exercise certain approval rights relating to a modification of the Caplease Companion Loan that materially and adversely affects the holder of the Caplease Companion Loan prior to the expiration of the related repurchase period. In addition, the holder of the Caplease Companion Loan may exercise certain approval rights relating to a modification of the Caplease Loan or Caplease Companion Loan that materially and adversely affects the holder of the Caplease Companion Loan and certain other matters related to Defaulted Lease Claims. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans—Caplease Loans—Servicing Provisions of the Caplease Intercreditor Agreement’’ in this prospectus supplement.

Further, notwithstanding the foregoing, the holder of each Mezz Cap Companion Loan may exercise certain approval rights relating to a modification of the related Mezz Cap Loan or such related Mezz Cap Companion Loan that materially and adversely affects the holder of such Mezz Cap Companion Loan prior to the expiration of the related repurchase period. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans—Mezz Cap Loans—Servicing Provisions of the Mezz Cap Intercreditor Agreements’’ in this prospectus supplement.

Further, notwithstanding the foregoing, provided no Marriott—Chicago, IL Control Appraisal Period is in effect under the Marriott—Chicago, IL Intercreditor Agreement, the holder of the Marriott—Chicago, IL Companion Loan will have the right to direct and/or consent to certain actions of the Master Servicer and/or the Special Servicer with respect to the Marriott—Chicago, IL Whole Loan and the Controlling Class, and the Controlling Class Representative, will not have the consent and advice rights described in this prospectus supplement; provided however, the Controlling Class Representative will be entitled to discuss (without any consent or direction right) any of the following actions with the Special Servicer. Generally, the holder of the Marriott—Chicago, IL Companion Loan will be entitled to such rights. These rights include that (i) the Special Servicer and/or the Master Servicer will be required to consult with the holder of the Marriott—Chicago, IL Companion Loan or its designee in connection with any adoption or implementation of a business plan submitted by the borrower with respect to the Mortgaged Property, the execution or renewal of any lease, the release of any escrow held in conjunction with the Marriott—Chicago, IL Whole Loan to the borrower not expressly required by the terms of the Mortgage Loan documents or under applicable law, alterations on the Mortgaged Property if approval by the mortgagee is required by the Mortgage Loan documents, material change in any ancillary Mortgage Loan documents or the waiver of any notice provisions related to prepayment; and (ii) the holder of the Marriott—Chicago, IL Companion Loan or its designee will be entitled to exercise rights and powers with respect to the Marriott—Chicago, IL Whole Loan that are the same as or similar to those of the Controlling Class Representative described above and must be notified of, and give its prior written approval to the following additional actions in accordance with the Marriott—Chicago, IL Intercreditor Agreement: (A) any modification or waiver of a monetary term of the Marriott—Chicago, IL Whole Loan and any modification of, or waiver with respect to, the Marriott—Chicago, IL Whole Loan that would

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result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest rate borne thereby or the monthly debt service payment or extension fee payable thereon or a deferral or a forgiveness of interest on or principal of the Marriott—Chicago, IL Whole Loan or a modification or waiver of any other monetary term of the Marriott—Chicago, IL Whole Loan relating to the timing or amount of any payment of principal or interest (other than default interest) or any other sums other than de minimis sums due and payable under the Mortgage Loan documents or a modification or waiver of any provision of the Marriott—Chicago, IL Whole Loan which restricts the borrower or its equity owners from incurring additional indebtedness, any consent to the placement of additional liens encumbering the Mortgaged Property or the ownership interests in the borrower or to the incurring of additional indebtedness at any level or tier of ownership, or any modification or waiver with respect to the obligation to deposit or maintain reserves or escrows or to the amounts required to be deposited therein or any establishment of additional material reserves not expressly provided for in the Mortgage Loan documents; (B) any modification of, or waiver with respect to, the Marriott—Chicago, IL Whole Loan that would result in a discounted pay-off of the Marriott—Chicago, IL Whole Loan; (C) commencement or termination of any foreclosure upon or comparable conversion of the ownership of the Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure or otherwise; (D) any sale of the Mortgaged Property or any material portion thereof (other than pursuant to a purchase option contained in the Marriott—Chicago, IL Intercreditor Agreement or in the Pooling and Servicing Agreement) or, except, as specifically permitted in the Mortgage Loan documents, the transfer of any direct or indirect interest in the borrower or any sale of the Marriott—Chicago, IL Whole Loan (other than pursuant to a purchase option contained in the Marriott—Chicago, IL Intercreditor Agreement or in the Pooling and Servicing Agreement); (E) any action to bring the Mortgaged Property or REO Property into compliance with any laws relating to hazardous materials; (F) any substitution or release of collateral for the Marriott—Chicago, IL Whole Loan (other than in accordance with the terms of, or upon satisfaction of, the Marriott—Chicago, IL Whole Loan); (G) any release of the borrower or any guarantor from liability with respect to the Marriott—Chicago, IL Whole Loan; (H) any substitution of the bank holding the central account, unless such bank agrees in writing (x) to comply with the terms of the Marriott—Chicago, IL Intercreditor Agreement and (y) to provide to the holder of the Marriott—Chicago, IL Companion Loan copies of the weekly reconciliation required to be prepared thereunder; (I) any determination (x) not to enforce a ‘‘due-on-sale’’ or ‘‘due-on-encumbrance’’ clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the borrower) or (y) to permit an assumption of the Marriott—Chicago, IL Whole Loan; (J) any material changes to or waivers of any of the insurance requirements; (K) any determination to apply loss proceeds to the payment of the debt and with respect to the approval of any architects, contractors, plans and specifications or other material approvals which the mortgagee may give or withhold pursuant to the Mortgage; (L) any incurrence of additional debt by the borrower or any mezzanine financing by any beneficial owner of the borrower to the extent such incurrence requires the consent of the mortgagee under the related Mortgage Loan documents; and (M) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the borrower.

Further, notwithstanding the foregoing, provided no 530 Fifth Avenue Control Appraisal Period is in effect under the 530 Fifth Avenue Intercreditor Agreement, the holder of the 530 Fifth Avenue Companion Loan will have the right to direct and/or consent to certain actions of the Master Servicer and/or the Special Servicer with respect to the 530 Fifth Avenue Whole Loan and the Controlling Class, and the Controlling Class Representative, will not have the consent and advice rights described in this prospectus supplement; provided however, the Controlling Class Representative will be entitled to discuss (without any consent or direction right) any of the following actions with the Special Servicer. Generally, the holder of the 530 Fifth Avenue Companion Loan will be entitled to such rights. These rights include that (i) the Special Servicer and/or the Master Servicer will be required to consult with the holder of the 530 Fifth Avenue Companion Loan or its designee in connection with any adoption or implementation of a business plan submitted by the borrower with respect to the Mortgaged Property, the execution or renewal of any lease, the release of any escrow held in conjunction with the 530 Fifth Avenue Whole Loan to the borrower not expressly required by the terms of the Mortgage Loan documents or under applicable law, alterations on the Mortgaged Property if approval by the mortgagee is required by the Mortgage Loan documents, material change in any ancillary Mortgage Loan documents or the waiver of any notice

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provisions related to prepayment; and (ii) the holder of the 530 Fifth Avenue Companion Loan or its designee will be entitled to exercise rights and powers with respect to the 530 Fifth Avenue Whole Loan that are the same as or similar to those of the Controlling Class Representative described above and must be notified of, and give its prior written approval to the following additional actions in accordance with the 530 Fifth Avenue Intercreditor Agreement: (A) any modification of the 530 Fifth Avenue Whole Loan and any modification of, or waiver with respect to, the 530 Fifth Avenue Whole Loan that would result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest rate borne thereby or the monthly debt service payment, prepayment premium or extension fee payable thereon or a deferral or a forgiveness of interest on or principal of the 530 Fifth Avenue Whole Loan or a modification or waiver of any other monetary term of the 530 Fifth Avenue Whole Loan relating to the timing or amount of any payment of principal or interest (other than default interest) or any other material sums due and payable under the Mortgage Loan documents or a modification or waiver of any provision of the 530 Fifth Avenue Whole Loan which restricts the borrower or its equity owners from incurring additional indebtedness; (B) any modification of, or waiver with respect to, the 530 Fifth Avenue Whole Loan that would result in a discounted pay-off of the 530 Fifth Avenue Whole Loan; (C) any foreclosure upon or comparable conversion of the ownership of the Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure or otherwise; (D) any sale of the 530 Fifth Avenue Whole Loan or the Mortgaged Property or any material portion thereof (other than pursuant to a purchase option contained in the 530 Fifth Avenue Intercreditor Agreement or in the Pooling and Servicing Agreement) or, except, as specifically permitted in the Mortgage Loan documents, the transfer of any direct or indirect interest in the borrower; (E) any action to bring the Mortgaged Property or REO Property into compliance with any laws relating to hazardous materials; (F) any substitution or release of collateral for the 530 Fifth Avenue Whole Loan (other than in accordance with the terms of, or upon satisfaction of, the 530 Fifth Avenue Whole Loan); (G) any release of the borrower or any guarantor from liability with respect to the 530 Fifth Avenue Whole Loan; (H)  any waiver of or determination not to enforce a ‘‘due-on-sale’’ or ‘‘due-on-encumbrance’’ clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the borrower); (I) any material changes to or waivers of any of the insurance requirements; and (J) any incurrence of additional debt by the borrower to the extent such incurrence requires the consent of the mortgagee under the related Mortgage Loan documents.

Further, notwithstanding the foregoing, provided no Rao's City Views Apartment Building Control Appraisal Period is in effect under the Rao's City Views Apartment Building Intercreditor Agreement, the holder of the Rao's City Views Apartment Building Companion Loan will have the right to direct and/or consent to certain actions of the Master Servicer and/or the Special Servicer with respect to the Rao's City Views Apartment Building Whole Loan and the Controlling Class, and the Controlling Class Representative, will not have the consent and advice rights described in this prospectus supplement; provided however, the Controlling Class Representative will be entitled to discuss (without any consent or direction right) any of the following actions with the Special Servicer. Generally, the holder of the Rao's City Views Apartment Building Companion Loan will be entitled to such rights. These rights include that (i) the Special Servicer and/or the Master Servicer will be required to consult with the holder of the Rao's City Views Apartment Building Companion Loan or its designee in connection with any adoption or implementation of a business plan submitted by the borrower with respect to the Mortgaged Property, the execution or renewal of any lease, the release of any escrow held in conjunction with the Rao's City Views Apartment Building Whole Loan to the borrower not expressly required by the terms of the Mortgage Loan documents or under applicable law, alterations on the Mortgaged Property if approval by the mortgagee is required by the Mortgage Loan documents, material change in any ancillary Mortgage Loan documents or the waiver of any notice provisions related to prepayment; and (ii) the holder of the Rao's City Views Apartment Building, prepay next premium Companion Loan or its designee will be entitled to exercise rights and powers with respect to the Rao's City Views Apartment Building Whole Loan that are the same as or similar to those of the Controlling Class Representative described above and must be notified of, and give its prior written approval to the following additional actions in accordance with the Rao's City Views Apartment Building Intercreditor Agreement: (A) any modification of, or waiver with respect to, the Rao's City Views Apartment Building Whole Loan that would result in the extension of the maturity date or extended maturity date thereof, a reduction in the interest rate borne thereby or the

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monthly debt service payment, prepayment premium or extension fee payable thereon or a deferral or a forgiveness of interest on or principal of the Rao's City Views Apartment Building Whole Loan or a modification or waiver of any other monetary term of the Rao's City Views Apartment Building Whole Loan relating to the timing or amount of any payment of principal or interest (other than default interest) or any other material sums due and payable under the Mortgage Loan documents or a modification or waiver of any provision of the Rao's City Views Apartment Building Whole Loan which restricts the borrower or its equity owners from incurring additional indebtedness; (B) any modification of, or waiver with respect to, the Rao's City Views Apartment Building Whole Loan that would result in a discounted pay-off of the Rao's City Views Apartment Building Whole Loan; (C) any foreclosure upon or comparable conversion of the ownership of the Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure; (D) any sale of the Mortgaged Property or any material portion thereof (other than pursuant to a purchase option contained in the Rao's City Views Apartment Building Intercreditor Agreement or in the Pooling and Servicing Agreement) or, except, as specifically permitted in the Mortgage Loan documents, the transfer of any direct or indirect interest in the borrower or any sale of the Rao's City Views Apartment Building Whole Loan (other than pursuant to a purchase option contained in the Rao's City Views Apartment Building Intercreditor Agreement or in the Pooling and Servicing Agreement); (E) any action to bring the Mortgaged Property or REO Property into compliance with any laws relating to hazardous materials; (F) any substitution or release of collateral for the Rao's City Views Apartment Building Whole Loan (other than in accordance with the terms of, or upon satisfaction of, the Rao's City Views Apartment Building Whole Loan); (G) any release of the borrower or any guarantor from liability with respect to the Rao's City Views Apartment Building Whole Loan; (H) any waiver of or determination not to enforce a ‘‘due-on-sale’’ or ‘‘due-on-encumbrance’’ clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the borrower); (I) any material changes to or waivers of any of the insurance requirements; and (J) any incurrence of additional debt by the borrower to the extent such incurrence requires the consent of the mortgagee under the related Mortgage Loan documents.

Further, notwithstanding any of the control rights of the holders of the Subordinate Companion Loans described above, generally no such control rights contemplated by the prior paragraphs may require or cause the Master Servicer or Special Servicer, as applicable, to violate any REMIC regulations, any provision of the Pooling and Servicing Agreement or applicable law, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard.

Limitation on Liability of the Controlling Class Representative.    The Controlling Class Representative will not have any 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 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 Representative 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 Representative may have special relationships and interests that conflict with those of holders of some Classes of the Certificates; and each Certificateholder agrees to take no action against the Controlling Class Representative or any of its respective officers, directors, employees, principals or agents as a result of such a special relationship or conflict. Generally, the holders of the Subordinate Companion Loans or their respective designees, in connection with exercising the rights and powers described above with respect to the related Co-Lender Loan will be entitled to substantially the same liability limitations to which the Controlling Class Representative is entitled.

Defaulted Mortgage Loans; REO Properties; Purchase Option

The Pooling and Servicing Agreement contains provisions requiring, within 60 days after a Mortgage Loan (other than the Prime Outlets Pool Loan) becomes a Defaulted Mortgage Loan, the Special Servicer to determine the fair value of the Mortgage Loan in accordance with the Servicing Standard. The Prime Outlets Pool Loan will be serviced under the 2006-C23 Pooling and Servicing Agreement and any actions taken following a default will be in accordance with the terms thereof. See ‘‘—Servicing of the Prime

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Outlets Pool Loan’’ above. A ‘‘Defaulted Mortgage Loan’’ is a Mortgage Loan (i) that is delinquent sixty days or more with respect to a Periodic Payment (not including the Balloon Payment) or (ii) that 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 Loan documents 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. The Special Servicer will be 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, that the Special Servicer will update its determination of the fair value of a Defaulted Mortgage Loan at least once every 90 days.

In the event a Mortgage Loan becomes a Defaulted Mortgage Loan, the Majority Subordinate Certificateholder will have an assignable option to purchase (subject to, in certain instances, the rights of subordinated secured creditors or mezzanine lenders to purchase the related Mortgage Loan, see ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Provisions of the Intercreditor Agreements with Respect to Certain Subordinate Loans’’) (the ‘‘Purchase Option’’) the Defaulted Mortgage Loan from the Trust Fund at a price (the ‘‘Option Price’’) equal to (i) the outstanding principal balance of the Defaulted Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such balance plus all related fees and expenses, 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, if the Special Servicer has made such fair value determination. If the Purchase Option is not exercised by the Majority Subordinate Certificateholder or any assignee thereof within 60 days of a Mortgage Loan becoming a Defaulted Mortgage Loan, then the Majority Subordinate Certificateholder shall assign the Purchase Option to the Special Servicer for fifteen days. If the Purchase Option is not exercised by the Special Servicer or its assignee within such fifteen day period, then the Purchase Option shall revert to the Majority Subordinate Certificateholder.

Unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised, the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including workout and foreclosure, consistent with the Servicing Standard, but the Special Servicer generally will not be permitted to sell the Defaulted Mortgage Loan other than pursuant to the exercise of the Purchase Option.

If not exercised sooner, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate upon (i) the related mortgagor’s cure of all defaults on the Defaulted Mortgage Loan, (ii) the acquisition on behalf of the Trust Fund of title to the related Mortgaged Property by foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off (full or discounted) of the Defaulted Mortgage Loan in connection with a workout. In addition, the Purchase Option with respect to a Defaulted Mortgage Loan held by any person will terminate upon the exercise of the Purchase Option by any other holder of the Purchase Option.

If (a) the Purchase Option is exercised with respect to a Defaulted Mortgage Loan and the person expected to acquire the Defaulted Mortgage Loan pursuant to such exercise is the Majority Subordinate Certificateholder, the Special Servicer, or any affiliate of any of them (in other words, the Purchase Option has not been assigned to another unaffiliated person) and (b) the Option Price is based on the Special Servicer’s determination of the fair value of the Defaulted Mortgage Loan, the Trustee will be required to determine if the Option Price represents a fair price for the Defaulted Mortgage Loan. In making such determination, the Trustee will be entitled to rely on the most recent appraisal of the related Mortgaged Property that was prepared in accordance with the terms of the Pooling and Servicing Agreement and may rely upon the opinion and report of an independent third party in making such determination, the cost of which will be advanced by the Master Servicer.

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If title to any Mortgaged Property is acquired by the Trustee on behalf of the Certificateholders pursuant to foreclosure proceedings instituted by the Special Servicer or otherwise, the Special Servicer, after notice to the Controlling Class Representative, shall use its reasonable best efforts to sell any REO Property as soon as practicable in accordance with the Servicing Standard but prior to the end of the third calendar year following the year of acquisition, unless (i) the Internal Revenue Service grants an extension of time to sell such property (an ‘‘REO Extension’’) or (ii) it obtains an opinion of counsel generally to the effect that the holding of the property for more than three years after the end of the calendar year in which it was acquired will not result in the imposition of a tax on the Trust Fund or cause any REMIC relating to the assets of the Trust Fund to fail to qualify as a REMIC under the Code. If the Special Servicer on behalf of the Trustee has not received an Extension or such opinion of counsel 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 auction the property pursuant to the auction procedure set forth below.

The Special Servicer shall give the Controlling Class Representative, the Master Servicer and the Trustee not less than five days’ prior written notice of its intention to sell any such REO Property, and shall auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard; provided, however, that the Master Servicer, Special Servicer, Majority Subordinate Certificateholder, any independent contractor engaged by the Master Servicer or the Special Servicer pursuant to the Pooling and Servicing Agreement (or any officer or affiliate thereof) shall not be permitted to purchase the REO Property at a price less than the outstanding principal balance of such Mortgage Loan as of the date of purchase, plus all accrued but unpaid interest and related fees and expenses, except in limited circumstances set forth in the Pooling and Servicing Agreement; and provided, further, that if the Special Servicer intends to bid on any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust Fund an appraisal of such REO Property (or internal valuation in accordance with the procedures specified in the Pooling and Servicing Agreement) and (iii) the Special Servicer shall not bid less than the greater of (x) the fair market value set forth in such appraisal (or internal valuation) or (y) the outstanding principal balance of such Mortgage Loan, plus all accrued but unpaid interest and related fees and expenses.

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 or the exercise of the Purchase Option, including the collection of all amounts payable in connection therewith. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its affiliates may bid for any REO Property or purchase any Defaulted Mortgage Loan. Any sale of a Defaulted Mortgage Loan (pursuant to the Purchase Option) or REO Property shall be without recourse to, or representation or warranty by, the Trustee, the Depositor, any Mortgage Loan Seller, the Special Servicer, the Master Servicer or the Trust Fund. Notwithstanding the foregoing, nothing herein shall limit the liability of the Master Servicer, the Special Servicer or the Trustee to the Trust Fund and the Certificateholders for failure to perform its duties in accordance with the Pooling and Servicing Agreement. None of the Special Servicer, the Master Servicer, the Depositor or the Trustee shall have any liability to the Trust Fund or any Certificateholder with respect to the price at which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance with the terms of the Pooling and Servicing Agreement. The proceeds of any sale after deduction of the expenses of such sale incurred in connection therewith shall be deposited within one business day in the Certificate Account.

If the Trust Fund acquires a Mortgaged Property by foreclosure or deed-in-lieu of foreclosure upon a default with respect to a Mortgage Loan, the Pooling and Servicing Agreement provides that the Special Servicer, on behalf of the Trustee, must administer such Mortgaged Property so that the Trust Fund’s interest therein qualifies at all times as ‘‘foreclosure property’’ within the meaning of Code Section 860G(a)(8). The Pooling and Servicing Agreement also requires that any such Mortgaged Property be managed and operated by an ‘‘independent contractor,’’ within the meaning of applicable Treasury regulations, who furnishes or renders services to the tenants of such Mortgaged Property. Generally, REMIC I will not be taxable on income received with respect to a related Mortgaged Property to the extent that it constitutes ‘‘rents from real property,’’ within the meaning of Code Section 856(c)(3)(A)

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and Treasury regulations thereunder. ‘‘Rents from real property’’ do not include the portion of any rental based on the net income or gain of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. ‘‘Rents from real property’’ include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of a similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are ‘‘customary’’ within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by REMIC I, would not constitute ‘‘rents from real property,’’ or that all of such income would not qualify, if a separate charge is not stated for such services or they are not performed by an independent contractor. In addition to the foregoing, any net income from a trade or business operated or managed by an independent contractor on a Mortgaged Property owned by REMIC I, or gain on a sale of a Mortgaged Property (including condominium units) to customers in the ordinary course of a trade or business, will not constitute ‘‘rents from real property’’. Any of the foregoing types of income may instead constitute ‘‘net income from foreclosure property’’, which would be taxable to REMIC I, at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. Any such taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of Certificates. The Pooling and Servicing Agreement provides that the Special Servicer will be permitted to cause REMIC I, to earn ‘‘net income from foreclosure property’’ that is subject to tax if it determines that the net after-tax benefit to Certificateholders and the holders of the related Companion Loans could reasonably be expected to result in a greater recovery than another method of operation or rental of the Mortgaged Property. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES’’ in this prospectus supplement.

Inspections; Collection of Operating Information

The Special Servicer is required to perform or cause to be performed a physical inspection of a Mortgaged Property (other than the Mortgaged Property related to the Prime Outlets Pool Loan) as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan, and the Master Servicer (in the case of each Mortgaged Property securing a Mortgage Loan other than a Specially Serviced Mortgage Loan and other than the Prime Outlets Pool Loan) or the Special Servicer (in the case of Specially Serviced Mortgage Loans but other than the Prime Outlets Pool Loan) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related debt service coverage ratio is below 1.00x; provided, however, with respect to inspections prepared by the Special Servicer, such expense will be payable 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 at the Trust Fund’s expense. In addition, beginning in 2006, with respect to each Mortgaged Property securing a Mortgage Loan (other than the Mortgaged Property related to the Prime Outlets Pool Loan) with a principal balance (or allocated loan amount) at the time of such inspection of more than or equal to $2,000,000, the Master Servicer (with respect to each such Mortgaged Property securing a Mortgage Loan other than a Specially Serviced Mortgage Loan) and the Special Servicer (with respect to each Mortgaged Property securing a Specially Serviced Mortgage Loan) is required (and, in the case of the Master Servicer, at its expense) to inspect or cause to be inspected the Mortgaged Property every calendar year and with respect to each Mortgaged Property securing a Mortgage Loan with a principal balance (or allocated loan amount) at the time of such inspection of less than $2,000,000 once every other calendar year; provided that the Master Servicer is not obligated to inspect any Mortgaged Property that has been inspected by the Special Servicer in the previous 6 months. The Special Servicer and the Master Servicer each will be required to prepare a written report of each such inspection performed by it that describes the condition of the Mortgaged Property and that specifies the existence with respect thereto of any sale, transfer or abandonment or any material change in its condition or value.

The Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties or the Master Servicer with respect to all other Mortgage Loans is also required consistent with the Servicing Standard to collect from the related borrower and review the quarterly and annual operating statements

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of each Mortgaged Property (other than the Mortgaged Property related to the Prime Outlets Pool Loan) and to cause annual operating statements to be prepared for each REO Property. Generally, the Mortgage Loans require the related borrower to deliver an annual property operating statement. However, there can be no assurance that any operating statements required to be delivered will in fact be delivered, nor is the Master Servicer or Special Servicer likely to have any practical means of compelling such delivery in the case of an otherwise performing Mortgage Loan.

Copies of the inspection reports and operating statements referred to above are required to be available for review by Certificateholders during normal business hours at the offices of the Special Servicer or the Master Servicer, as applicable. See ‘‘DESCRIPTION OF THE CERTIFICATES—Reports to Certificateholders; Available Information’’ in this prospectus supplement.

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 DESCRIPTION OF THE CERTIFICATES 

General

The Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C25 (the ‘‘Certificates’’) will be issued pursuant to a pooling and servicing agreement, dated as of May 1, 2006, among the Depositor, the Master Servicer, the Special Servicer and the Trustee (the ‘‘Pooling and Servicing Agreement’’). The Certificates represent in the aggregate the entire beneficial ownership interest in a trust fund (the ‘‘Trust Fund’’) consisting primarily of: (i) the Mortgage Loans and all payments and other collections in respect of such loans received or applicable to periods after the applicable Cut-Off Date (exclusive of payments of principal and interest due, and principal prepayments received, on or before the Cut-Off Date); (ii) any REO Property acquired on behalf of the Trust Fund; (iii) such funds or assets as from time to time are deposited in the Certificate Account, the Distribution Account, the REO accounts, the Additional Interest Account, the Gain-on-Sale Reserve Account and the Interest Reserve Account (see ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account’’ in the prospectus); and (iv) certain rights of the Depositor under each Mortgage Loan Purchase Agreement relating to Mortgage Loan document delivery requirements and the representations and warranties of the Mortgage Loan Sellers regarding the Mortgage Loans.

The Certificates consist of the following classes (each, a ‘‘Class’’) designated as: (i) the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A Certificates (collectively, the ‘‘Class A Certificates’’); (ii) the Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates (collectively, the ‘‘Subordinate Certificates’’ and, together with the Class A Certificates, the ‘‘Sequential Pay Certificates’’); (iii) the Class IO Certificates (together with the Sequential Pay Certificates, the ‘‘REMIC Regular Certificates’’); (iv) the Class R-I and Class R-II Certificates (collectively, the ‘‘REMIC Residual Certificates’’); and (v) the Class Z Certificates.

Only the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates (collectively, the ‘‘Offered Certificates’’) are offered by this prospectus supplement. The Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S and Class IO Certificates (collectively, the ‘‘Non-Offered Certificates’’), the Class Z Certificates and the REMIC Residual Certificates have not been registered under the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and are not offered by this prospectus supplement. On the Closing Date, the Depositor will transfer the REMIC Residual Certificates to Wachovia Bank, National Association, a Sponsor, pursuant to that certain Transfer Affidavit and Agreement (the ‘‘Transfer Affidavit and Agreement’’), but the REMIC Residual Certificates may be sold or otherwise transferred to another person at any time subject to any applicable transfer restrictions. Accordingly, information in this prospectus supplement regarding the terms of the Non-Offered Certificates, the Class Z Certificates and the REMIC Residual Certificates is provided solely because of its potential relevance to a prospective purchaser of an Offered Certificate.

The Issuing Entity

The Issuing Entity will be a common law trust, created under the laws of the State of New York, formed on the Closing Date pursuant to the Pooling and Servicing Agreement. The Issuing Entity is also sometimes referred to herein as the Trust Fund. The assets of the Trust Fund will constitute the only assets of the Issuing Entity. The Issuing Entity will have no officers or directors and no continuing duties other than to hold the assets underlying the Certificates and to issue the Certificates; and except for these activities, the issuing entity will not be authorized and will have no power to borrow money or issue debt, merge with another entity, reorganize, liquidate or sell assets or engage in any business or activities. The Issuing Entity will operate under a fiscal year ending each December 31st. The Trustee, the Master Servicer and the Special Servicer are the persons authorized to act on behalf of the Issuing Entity under the Pooling and Servicing Agreement with respect to the Mortgage Loans and the Certificates. The roles and responsibilities of the foregoing are described in this prospectus supplement under ‘‘SERVICING OF THE MORTGAGE LOANS—The Master Servicer’’, ‘‘—The Special Servicer’’ and ‘‘DESCRIPTION OF THE CERTIFICATES—The Trustee’’. Additional information may also be found in the accompanying prospectus under ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS’’.

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Since the Issuing Entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a ‘‘business trust’’ for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the Issuing Entity would be characterized as a ‘‘business trust.’’ The Depositor has been formed as a bankruptcy remote special purpose entity. In connection with the sale of the Mortgage Loans from each Mortgage Loan Seller to the Depositor and from the Depositor to the Trust Fund, certain legal opinions are required.

Accordingly, although the transfer of the underlying Mortgage Loans from each Mortgage Loan Seller to the Depositor and from the Depositor to the Trust Fund has been structured as a sale, there can be no assurance that the sale of the underlying Mortgage Loans will not be recharacterized as a pledge, with the result that the Depositor or Trust Fund is deemed to be a creditor of the related Mortgage Loan Seller rather than an owner of the Mortgage Loans. See ‘‘RISK FACTORS—The Offered Certificates—The Mortgage Loan Sellers, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Trust Fund’s Ownership of the Mortgage Loans’’ in this prospectus supplement.

Registration and Denominations

The Offered Certificates will be made available in book-entry format through the facilities of The Depository Trust Company (‘‘DTC’’). The Offered Certificates will be offered in denominations of not less than $10,000 actual principal amount and in integral multiples of $1 in excess thereof.

Certificate Balances and Notional Amounts

Subject to a permitted variance of plus or minus 5.0%, the respective Classes of Sequential Pay Certificates described below will have the Certificate Balances representing the approximate percentage of the Cut-Off Date Pool Balance as set forth in the following table:

Class of Certificates				Closing Date Certificate Balance				Percentage of Cut-Off Date Pool Balance
Class A-1 Certificates				$	85,824,000				2.998	%
Class A-2 Certificates				$	122,437,000				4.277	%
Class A-3 Certificates				$	57,689,000				2.015	%
Class A-PB1 Certificates				$	50,000,000				1.747	%
Class A-PB2 Certificates				$	75,775,000				2.647	%
Class A-4 Certificates				$	723,742,000				25.284	%
Class A-5 Certificates				$	500,000,000				17.468	%
Class A-1A Certificates				$	388,228,000				13.563	%
Class A-M Certificates				$	286,242,000				10.000	%
Class A-J Certificates				$	218,260,000				7.625	%
Class B Certificates				$	10,734,000				0.375	%
Class C Certificates				$	35,781,000				1.250	%
Class D Certificates				$	32,202,000				1.125	%
Class E Certificates				$	17,890,000				0.625	%
Class F Certificates				$	32,202,000				1.125	%
Non-Offered Certificates (other than the Class R-I, Class R-II, Class IO and Class Z Certificates)				$	225,416,427				7.875	%

The ‘‘Certificate Balance’’ of any Class of Sequential Pay Certificates outstanding at any time represents the maximum amount that the holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund. The Certificate Balance of each Class of Sequential Pay Certificates, in each case, will be reduced on each Distribution Date by any distributions of principal actually made on such Class of Certificates on such Distribution Date, and further by any Realized Losses and Additional Trust Fund Expenses actually allocated to such Class of Certificates on such Distribution Date.

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The Class IO Certificates do not have a Certificate Balance, but represent the right to receive distributions of interest in an amount equal to the aggregate interest accrued on its notional amount (the ‘‘Notional Amount’’). The Class IO Certificates have 26 separate components (each, a ‘‘Component’’), each corresponding to a different Class of Sequential Pay Certificates. Each such Component has the same letter and/or numerical designation as its related Class of Sequential Pay Certificates. The Component Balance (the ‘‘Component Balance’’) of each Component will equal the Certificate Balance of the corresponding Class of Sequential Pay Certificates outstanding from time to time. On each Distribution Date, the Notional Amount of the Class IO Certificates generally will be equal to the aggregate outstanding Component Balances of the Components on such Distribution Date. The initial Notional Amount of the Class IO Certificates will equal approximately $2,862,422,427 (subject to a permitted variance of plus or minus 5.0%).

The Certificate Balance of any Class of Sequential Pay Certificates may be increased by the amount, if any, of Certificate Deferred Interest added to such Class Certificate Balance. With respect to any Mortgage Loan as to which the Mortgage Rate has been reduced through a modification on any Distribution Date, ‘‘Mortgage Deferred Interest’’ is 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. On each Distribution Date, the amount of interest distributable to a Class of Sequential Pay Certificates will be reduced by the amount of Mortgage Deferred Interest allocable to such Class (any such amount, ‘‘Certificate Deferred Interest’’). With respect to the Sequential Pay Certificates, Certificate Deferred Interest will be allocated from lowest payment priority to highest (except with respect to the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5 and Class A-1A Certificates, which amounts shall be applied pro rata (based on the Certificate Balances of the remaining Classes)) to such Classes. The Certificate Balance of each Class of Sequential Pay Certificates to which Certificate Deferred Interest has been so allocated on a Distribution Date will be increased by the amount of Certificate Deferred Interest. Any increase in the Certificate Balance of a Class of Sequential Pay Certificates will result in an increase in the Notional Amount of the Class IO Certificates.

The REMIC Residual Certificates do not have Certificate Balances or Notional Amounts, but represent the right to receive on each Distribution Date any portion of the Available Distribution Amount for such date that remains after the required distributions have been made on all the REMIC Regular Certificates. It is not anticipated that any such portion of the Available Distribution Amount will result in more than a de minimis distribution to the REMIC Residual Certificates.

The Class Z Certificates do not have Certificate Balances or Notional Amounts, but represent the right to receive on each Distribution Date any amounts of Additional Interest received in the related Collection Period with respect to each ARD Loan.

Pass-Through Rates

The Pass-Through Rates applicable to the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates for each Distribution Date will equal the respective rate per annum set forth on the front cover of this prospectus supplement and/or the corresponding footnotes. Each of the Class IO Components will be deemed to have a Pass-Through Rate equal to the Pass-Through Rate of the related Class of Certificates.

The Pass-Through Rate applicable to the Class IO Certificates for the initial Distribution Date will equal approximately 0.042% per annum.

The Pass-Through Rate applicable to the Class IO Certificates for each subsequent Distribution Date will, in general, equal the weighted average of the Strip Rates for the Components for such Distribution Date (weighted on the basis of the respective Component balances of such Components immediately prior to the Distribution Date). The ‘‘Strip Rate’’ in respect of any Class of Components for any Distribution Date will, in general, equal the Weighted Average Net Mortgage Rate for such Distribution Date minus the Pass-Through Rate for the Class of Sequential Pay Certificates corresponding to such Component (but in no event will any Strip Rate be less than zero).

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In the case of each Class of REMIC Regular Certificates, interest at the applicable Pass-Through Rate will be payable monthly on each Distribution Date and will accrue during each Interest Accrual Period on the Certificate Balance (or, in the case of the Class IO Certificates, its Notional Amount) of such Class of Certificates immediately following the Distribution Date in such Interest Accrual Period (after giving effect to all distributions of principal made on such Distribution Date). Interest on each Class of REMIC Regular Certificates will be calculated on the basis of a 360-day year consisting of twelve 30-day months. With respect to any Class of REMIC Regular Certificates and any Distribution Date, the ‘‘Interest Accrual Period’’ will be the preceding calendar month, which will be deemed to consist of 30 days; provided, however, for purposes of the initial Interest Accrual Period, such period commences on the Cut-Off Date and continues through the calendar month preceding the month in which such Distribution Date occurs.

The Class Z Certificates will not have a Pass-Through Rate or be entitled to distributions in respect of interest other than Additional Interest with respect to the Mortgage Loans.

The ‘‘Weighted Average Net Mortgage Rate’’ for each Distribution Date is the weighted average of the Net Mortgage Rates for the Mortgage Loans as of the commencement of the related Collection Period, weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date; provided that, for the purpose of determining the Weighted Average Net Mortgage Rate only, if the Mortgage Rate for any Mortgage Loan has been modified in connection with a bankruptcy or similar proceeding involving the related borrower or a modification, waiver or amendment granted or agreed to by the Special Servicer, the Weighted Average Net Mortgage Rate for such Mortgage Loan will be calculated without regard to such event.

The ‘‘Net Mortgage Rate’’ for each Mortgage Loan will generally equal (x) the Mortgage Rate in effect for such Mortgage Loan (without regard to any increase in the interest rate of an ARD Loan as a result of not repaying the outstanding principal amount of such ARD Loan on or prior to the related Anticipated Repayment Date), minus (y) the applicable Administrative Cost Rate for such Mortgage Loan. Notwithstanding the foregoing, because no Mortgage Loan, other than 8 Mortgage Loans (loan numbers (31, 46, 51, 60, 61, 92, 111 and 112), representing 3.2% of the Cut-Off Date Pool Balance (3.7% of the Cut-Off Date Group 1 Balance), accrues interest on the basis of a 360-day year consisting of twelve 30-day months (which is the basis on which interest accrues in respect of the REMIC Regular Certificates), then, solely for purposes of calculating the Weighted Average Net Mortgage Rate for each Distribution Date, the Mortgage Rate of each Mortgage Loan in effect during any calendar month will be deemed to be the annualized rate at which interest would have to accrue in respect of such loan on a 30/360 basis in order to derive the aggregate amount of interest (other than default interest) actually accrued in respect of such loan during such calendar month; provided, however, that the Mortgage Rate in effect during (a) December of each year that does not immediately precede a leap year, and January of each year will be the per annum rate stated in the related Mortgage Note unless the final Distribution Date occurs in January or February immediately following such December or January and (b) in February of each year will be determined inclusive of the one day of interest retained from the immediately preceding January and, if applicable, December.

The ‘‘Stated Principal Balance’’ of each Mortgage Loan outstanding at any time will generally be an amount equal to the principal balance thereof as of the Cut-Off Date, (a) reduced on each Distribution Date (to not less than zero) by (i) the portion of the Principal Distribution Amount for that date which is attributable to such Mortgage Loan and (ii) the principal portion of any Realized Loss incurred in respect of such Mortgage Loan during the related Collection Period and (b) increased on each Distribution Date by any Mortgage Deferred Interest added to the principal balance of such Mortgage Loan on such Distribution Date. The Stated Principal Balance of a Mortgage Loan may also be reduced in connection with any forced reduction of the actual unpaid principal balance thereof imposed by a court presiding over a bankruptcy proceeding in which the related borrower is a debtor. In addition, to the extent that principal from general collections is used to reimburse nonrecoverable Advances or Workout-Delayed Reimbursement Amounts, and such amount has not been included as part of the Principal Distribution Amount, such amount shall not reduce the Stated Principal Balance (other than for purposes of computing the Weighted Average Net Mortgage Rate). Notwithstanding the foregoing, if any Mortgage Loan is paid in full, liquidated or otherwise removed from the Trust Fund, commencing as of

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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.

The ‘‘Collection Period’’ for each Distribution Date is the period that begins on the 12th day in the month immediately preceding the month in which such Distribution Date occurs (or the day after the applicable Cut-Off Date in the case of the first Collection Period) and ends on and includes the 11th day in the same month as such Distribution Date. Notwithstanding the foregoing, in the event that the last day of a Collection Period is not a business day, any payments received with respect to the Mortgage Loans relating to such Collection Period 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, and in the event that the payment date (after giving effect to any grace period) related to any Distribution Date occurs after the related Collection Period, any amounts received on that payment date (after giving effect to any grace period) will be deemed to have been received during the related Collection Period and not during any other Collection Period.

The ‘‘Determination Date’’ will be, for any Distribution Date, the 11^th day of each month, or if such 11^th day is not a business day, the next succeeding business day, commencing in June 2006.

Distributions

General.    Except as described below with respect to the Class Z Certificates, distributions on the Certificates are made by the Trustee, to the extent of the Available Distribution Amount, on the fourth business day following the related Determination Date (each, a ‘‘Distribution Date’’). Except as described below, all such distributions will be made to the persons in whose names the Certificates are registered (the ‘‘Certificateholders’’) at the close of business on the last business day of the month preceding the month in which the related Distribution Date occurs and shall be made by wire transfer of immediately available funds, if such Certificateholder shall have provided wiring instructions no less than five business days prior to such record date, or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate register. The final distribution on any Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate) will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. All distributions made with respect to a Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class based on their respective percentage interests in such Class. The first Distribution Date on which investors in the Offered Certificates may receive distributions will be the Distribution Date occurring in June 2006.

The Available Distribution Amount.    The aggregate amount available for distributions of interest and principal to Certificateholders (other than the Class R-I, Class R-II and Class Z Certificateholders) on each related Distribution Date (the ‘‘Available Distribution Amount’’) will, in general, equal the sum of the following amounts:

(a)    the total amount of all cash received on or in respect of the Mortgage Loans and any REO Properties by the Master Servicer as of the close of business on the last day of the related Collection Period and not previously distributed with respect to the Certificates or applied for any other permitted purpose, exclusive of any portion thereof that represents one or more of the following:

(i)    any Periodic Payments collected but due on a Due Date after the related Collection Period;

(ii)    any Prepayment Premiums and Yield Maintenance Charges;

(iii)    all amounts in the Certificate Account that are payable or reimbursable to any person other than the Certificateholders, including any Servicing Fees and Trustee Fees on the Mortgage Loans or Companion Loans;

(iv)    any amounts deposited in the Certificate Account in error;

(v)    any Additional Interest on the ARD Loans (which is separately distributed to the Class Z Certificates); and

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(vi)    if such Distribution Date occurs in February of any year or during January of any year that is not a leap year, the Interest Reserve Amounts with respect to the Mortgage Loans to be deposited in the Interest Reserve Account and held for future distribution;

(b)    all P&I Advances made by the Master Servicer or the Trustee with respect to such Distribution Date (other than, in the case of the Master Servicer, any P&I Advances allocable to the Pari Passu Companion Loan) and all P&I Advances made by the 2006-C23 Master Servicer with respect to such Distribution Date and the Prime Outlets Pool Loan;

(c)    any Compensating Interest Payment made by the Master Servicer to cover the aggregate of any Prepayment Interest Shortfalls experienced during the related Collection Period (other than any Compensating Interest Payment made on any Companion Loan); and

(d)    if such Distribution Date occurs during March of any year or if such Distribution Date is the final Distribution Date and occurs in February or, if such year is not a leap year, in January, the aggregate of the Interest Reserve Amounts then on deposit in the Interest Reserve Account in respect of each Mortgage Loan.

See ‘‘SERVICING OF THE MORTGAGE LOANS—Compensation and Payment of Expenses’’ and ‘‘DESCRIPTION OF THE CERTIFICATES—P&I Advances’’ in this prospectus supplement and ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account’’ in the accompanying prospectus.

Any Prepayment Premiums or Yield Maintenance Charges actually collected will be distributed separately from the Available Distribution Amount. See ‘‘—Allocation of Prepayment Premiums and Yield Maintenance Charges’’ below.

All amounts received by the Trust Fund with respect to any Co-Lender Loan will be applied to amounts due and owing under the related loan (including for principal and accrued and unpaid interest) in accordance with the provisions of the related Mortgage Loan documents, the related Intercreditor Agreement and the Pooling and Servicing Agreement.

Interest Reserve Account.    The Trustee will establish and maintain an ‘‘Interest Reserve Account’’ in the name of the Trustee for the benefit of the holders of the Certificates. With respect to each Distribution Date occurring in February and each Distribution Date occurring in any January which occurs in a year that is not a leap year, there will be withdrawn from the Certificate Account and deposited to the Interest Reserve Account in respect of each Mortgage Loan (the ‘‘Interest Reserve Loans’’) which accrues interest on an Actual/360 basis or on an Actual/Actual Year-days basis an amount equal to one day’s interest at the related Mortgage Rate on its Stated Principal Balance, as of the Due Date in the month in which such Distribution Date occurs, to the extent a Periodic Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any consecutive January (if applicable) and February in respect of each Interest Reserve Loan, the ‘‘Interest Reserve Amount’’). With respect to each Distribution Date occurring in March, or in the event the final Distribution Date occurs in February or, if such year is not a leap year, in January, there will be withdrawn from the Interest Reserve Account the amounts deposited from the immediately preceding February and, if applicable, January, and such withdrawn amount is to be included as part of the Available Distribution Amount for such Distribution Date.

Certificate Account.    The Master Servicer will establish and will maintain a ‘‘Certificate Account’’ in the name of the Trustee for the benefit of the Certificateholders and will maintain the Certificate Account as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. Funds on deposit in the Certificate Account to the extent of the Available Distribution Amount will be used to make distributions on the Certificates. See ‘‘DESCRIPTION OF THE TRUST FUNDS—Certificate Accounts’’ in the prospectus.

Distribution Account.    The Trustee will establish and will maintain a ‘‘Distribution Account’’ in the name of the Trustee for the benefit of the Certificateholders and will maintain the Distribution Account as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. Funds on deposit in the Distribution Account, to the extent of the Available Distribution Amount will be used to make distributions on the Certificates.

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Gain-on-Sale Reserve Account.    The Trustee will establish and will maintain a ‘‘Gain-on-Sale Reserve Account’’ in the name of the Trustee for the benefit of the Certificateholders. To the extent that gains realized on sales of Mortgaged Properties, if any, are not used to offset Realized Losses previously allocated to the Certificates, such gains will be held and applied to offset future Realized Losses, if any.

Additional Interest Account.    The Trustee will establish and will maintain an ‘‘Additional Interest Account’’ in the name of the Trustee for the benefit of the holders of the Class Z Certificates. Prior to the applicable Distribution Date, an amount equal to the Additional Interest received in respect of the Mortgage Loans during the related Collection Period will be deposited into the Additional Interest Account.

Other than the Assessment of Compliance and the Attestation Report, as such terms are defined in the accompanying prospectus, required to be delivered by certain parties, as described in the accompanying prospectus, there will be no independent certification of the account activity with respect to any of the Distribution Account, the Interest Reserve Account, the Additional Interest Account or the Gain-on-Sale Reserve Account.

Application of the Available Distribution Amount.    On each Distribution Date, the Trustee will (except as otherwise described under ‘‘—Termination’’ below) apply amounts on deposit in the Distribution Account, to the extent of the Available Distribution Amount, in the following order of priority:

	(1)	concurrently, to distributions of interest (i) from the portion of the Available Distribution Amount for such Distribution Date attributable to Mortgage Loans in Loan Group 1, to the holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates and Class A-5 Certificates, pro rata, in accordance with the amounts of Distributable Certificate Interest in respect of such Classes of Certificates on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of such Classes of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, (ii) from the portion of the Available Distribution Amount for such Distribution Date attributable to Mortgage Loans in Loan Group 2, to the holders of the Class A-1A Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates on such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates, and (iii) from the entire Available Distribution Amount for such Distribution Date relating to the entire Mortgage Pool, to the holders of the Class IO Certificates, in accordance with the amounts of Distributable Certificate Interest in respect of such Classes of Certificates on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of such Classes of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; provided, however, on any Distribution Date where the Available Distribution Amount (or applicable portion thereof) is not sufficient to make distributions in full to the related Classes of Certificates as described above, the Available Distribution Amount will be allocated among the above Classes of Certificates without regard to Loan Group, pro rata, in accordance with the respective amounts of Distributable Certificate Interest in respect of such Classes of Certificates on such Distribution Date, in an amount equal to all Distributable Certificate Interest in respect of each such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(2)	to distributions of principal first, to the holders of the Class A-PB1 Certificates and then to the Class A-PB2 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-PB1 Certificates is reduced to the Class A-PB1 Planned Principal Balance set forth on Annex C-1 to this prospectus supplement and the Certificate Balance of the Class A-PB2 Certificates is reduced to the Class A-PB2 Planned Principal Balance set forth on Annex C-2 to this prospectus supplement;

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	(3)	after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB1 Certificates and the Class A-PB2 Certificates as set forth in clause (2) above, to distributions of principal to the holders of the Class A-1 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-1 Certificates) equal to the remaining 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, in each case, less any portion thereof distributed in respect of the Class A-PB1 Certificates and the Class A-PB2 Certificates on such Distribution Date;

	(4)	after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates as set forth in clauses (2) and (3) above, to distributions of principal to the Class A-2 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-2 Certificates) equal to the remaining 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, in each case, less any portion thereof distributed in respect of the Class A-PB1 Certificates, the Class A-PB2 Certificates and the Class A-1 Certificates on such Distribution Date;

	(5)	after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates and the Class A-2 Certificates as set forth in clauses (2), (3) and (4) above, to distributions of principal to the holders of the Class A-3 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-3 Certificates) equal to the remaining 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, in each case, less any portion thereof distributed in respect of the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates and the Class A-2 Certificates on such Distribution Date;

	(6)	after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates as set forth in clauses (2), (3), (4) and (5) above, to distributions of principal to the holders of the Class A-PB1 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-PB1 Certificates) equal to the remaining 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, in each case, less any portion thereof distributed in respect of the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates on such Distribution Date;

	(7)	after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates as set forth in clauses (2), (3), (4), (5) and (6) above, to distributions of principal to the holders of the Class A-PB2 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-PB2 Certificates) equal to the remaining 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, in each case, less any portion thereof distributed in respect of the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates on such Distribution Date;

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	(8)	after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates as set forth in clauses (2), (3), (4), (5), (6) and (7) above, to distributions of principal to the holders of the Class A-4 Certificates, in an amount (not to exceed the then outstanding Certificate Balance of the Class A-4 Certificates) equal to the remaining 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, in each case, less any portion thereof distributed in respect of the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates on such Distribution Date;

	(9)	after distributions of principal have been made from the Loan Group 1 Principal Distribution Amount to the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-4 Certificates as set forth in clauses (2), (3), (4), (5), (6), (7) and (8) above, to distributions of principal to the holders of the Class A-5 Certificates, in an amount (not to exceed the then outstanding Certificate Balance of the Class A-5 Certificates) equal to the remaining 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, in each case, less any portion thereof distributed in the respect of the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-4 Certificates on such Distribution Date;

	(10)	to distributions of principal to the holders of the Class A-1A Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-1A Certificates) equal to the Loan Group 2 Principal Distribution Amount for such Distribution and, after the Class A-PB1 Certificates, the Class A-PB2 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-5 Certificates have been retired, the Loan Group 1 Principal Distribution Amount remaining after payments to the Class A-PB1 Certificates, the Class A-PB2 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-5 Certificates have been made on such Distribution Date;

	(11)	to distributions to the holders of the Class A-PB1 Certificates, the Class A-PB2 Certfificates, the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the Class A-1A Certificates, pro rata, in accordance with the respective amounts of Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Classes of Certificates and for which no reimbursement has previously been received, to reimburse such holders for all such Realized Losses and Additional Trust Fund Expenses, if any;

	(12)	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 A-M Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(13)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class A-M Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-M Certificates) equal to the Principal Distribution Amount in respect of such Class A-M Certificates for such Distribution Date, less any portion thereof distributed in respect of Classes of Certificates with an earlier priority of payment;

	(14)	to distributions to the holders of the Class A-M Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

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	(15)	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;

	(16)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class A-J Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-J Certificates) equal to the Principal Distribution Amount in respect of such Class A-J Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of payment;

	(17)	to distributions to the holders of the Class A-J Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(18)	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;

	(19)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class B Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class B Certificates) equal to the Principal Distribution Amount in respect of such Class B Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(20)	to distributions to the holders of the Class B Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(21)	to distributions of interest to the holders of the Class C Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(22)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class C Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class C Certificates) equal to the Principal Distribution Amount in respect of such Class C Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(23)	to distributions to the holders of the Class C Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(24)	to distributions of interest to the holders of the Class D 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;

	(25)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class D Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class D Certificates) equal to the Principal Distribution Amount in respect of such Class D Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(26)	to distributions to the holders of the Class D Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(27)	to distributions of interest to the holders of the Class E 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;

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	(28)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class E Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class E Certificates) equal to the Principal Distribution Amount in respect of such Class E Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(29)	to distributions to the holders of the Class E Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(30)	to distributions of interest to the holders of the Class F 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;

	(31)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class F Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class F Certificates) equal to the Principal Distribution Amount in respect of such Class F Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(32)	to distributions to the holders of the Class F Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(33)	to distributions of interest to the holders of the Class G 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;

	(34)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class G Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class G Certificates) equal to the Principal Distribution Amount in respect of such Class G Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(35)	to distributions to the holders of the Class G Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(36)	to distributions of interest to the holders of the Class H 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;

	(37)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class H Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class H Certificates) equal to the Principal Distribution Amount in respect of such Class H Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(38)	to distributions to the holders of the Class H Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(39)	to distributions of interest to the holders of the Class 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;

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	(40)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class J Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class J Certificates) equal to the Principal Distribution Amount in respect of such Class J Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(41)	to distributions to the holders of the Class J Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(42)	to distributions of interest to the holders of the Class K 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;

	(43)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class K Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class K Certificates) equal to the Principal Distribution Amount in respect of such Class K Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(44)	to distributions to the holders of the Class K Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(45)	to distributions of interest to the holders of the Class L 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;

	(46)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class L Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class L Certificates) equal to the Principal Distribution Amount in respect of such Class L Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(47)	to distributions to the holders of the Class L Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(48)	to distributions of interest to the holders of the Class M Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(49)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class M Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class M Certificates) equal to the Principal Distribution Amount in respect of such Class M Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(50)	to distributions to the holders of the Class M Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(51)	to distributions of interest to the holders of the Class N 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;

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	(52)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class N Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class N Certificates) equal to the Principal Distribution Amount in respect of such Class N Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(53)	to distributions to the holders of the Class N Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(54)	to distributions of interest to the holders of the Class O 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;

	(55)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class O Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class O Certificates) equal to the Principal Distribution Amount in respect of such Class O Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(56)	to distributions to the holders of the Class O Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(57)	to distributions of interest to the holders of the Class P 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;

	(58)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class P Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class P Certificates) equal to the Principal Distribution Amount in respect of such Class P Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(59)	to distributions to the holders of the Class P Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(60)	to distributions of interest to the holders of the Class Q 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;

	(61)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class Q Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class Q Certificates) equal to the Principal Distribution Amount in respect of such Class Q Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(62)	to distributions to the holders of the Class Q Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(63)	to distributions of interest to the holders of the Class S 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;

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	(64)	after all Classes of Certificates with an earlier priority of distribution have been retired, to distributions of principal to the holders of the Class S Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class S Certificates) equal to the Principal Distribution Amount in respect of such Class S Certificates for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier priority of distribution on such Distribution Date;

	(65)	to distributions to the holders of the Class S Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; and

	(66)	to distributions to the holders of the REMIC Residual Certificates in an amount equal to the balance, if any, of the Available Distribution Amount remaining after the distributions to be made on such Distribution Date as described in clauses (1) through (65) above;

provided that, on each Distribution Date, if any, after the aggregate of the Certificate Balances of the Subordinate Certificates has been reduced to zero as a result of the allocations of Realized Losses and Additional Trust Fund Expenses, and in any event on the final Distribution Date in connection with a termination of the Trust Fund (see ‘‘—Termination’’ below), the payments of principal to be made as contemplated by clauses (3), (4), (5), (6), (7), (8), (9) and (10) above with respect to the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-PB1 Certificates, the Class A-PB2 Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the Class A-1A Certificates will be so made to the holders of the respective Classes of such Certificates which remain outstanding up to an amount equal to, and pro rata as among such Classes in accordance with, the respective then outstanding Certificate Balances of such Classes and without regard to the Principal Distribution Amount for such date.

Distributable Certificate Interest.    The ‘‘Distributable Certificate Interest’’ equals with respect to each Class of Sequential Pay Certificates for each Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date, reduced (other than in the case of the Class IO Certificates) (to not less than zero) by (i) such Class’s allocable share (calculated as described below) of the aggregate of any Prepayment Interest Shortfalls resulting from principal prepayments made on the Mortgage Loans during the related Collection Period that are not covered by the Master Servicer’s Compensating Interest Payment for such Distribution Date (the aggregate of such Prepayment Interest Shortfalls that are not so covered, as to such Distribution Date, the ‘‘Net Aggregate Prepayment Interest Shortfall’’) and (ii) any Certificate Deferred Interest allocated to such Class of REMIC Regular Certificates.

The ‘‘Accrued Certificate Interest’’ in respect of each Class of Sequential Pay Certificates for each Distribution Date will equal one month’s interest at the Pass-Through Rate applicable to such Class of Certificates for such Distribution Date accrued for the related Interest Accrual Period on the related Certificate Balance outstanding immediately prior to such Distribution Date. The ‘‘Accrued Certificate Interest’’ in respect of the Class IO Certificates for any Distribution Date will equal the amount of one month’s interest at the related Pass-Through Rate on the Notional Amount of the Class IO Certificates, outstanding immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on a 30/360 basis.

The portion of the Net Aggregate Prepayment Interest Shortfall for any Distribution Date that is allocable to each Class of REMIC Regular Certificates (other than the Class IO Certificates) will equal the product of (a) such Net Aggregate Prepayment Interest Shortfall, multiplied by (b) a fraction, the numerator of which is equal to the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date, and the denominator of which is equal to the aggregate Accrued Certificate Interest in respect of all Classes of REMIC Regular Certificates (other than the Class IO Certificates) for such Distribution Date.

Any such Prepayment Interest Shortfalls allocated to the Certificates, to the extent not covered by the Master Servicer’s related Compensating Interest Payment for such Distribution Date, will reduce the Distributable Certificate Interest as described above.

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With respect to each Co-Lender Loan, Prepayment Interest Shortfalls will be allocated, first, to the related Subordinate Companion Loan, if any, and, second, to the related Mortgage Loan (and the Prime Outlets Pool Pari Passu Companion Loan with respect to Prime Outlets Pool Loan). The portion of such Prepayment Interest Shortfall allocated to the related Mortgage Loan, net of amounts payable, if any, by the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall. This allocation will cause a Prepayment Interest Shortfall with respect to the Prime Outlets Pool Whole Loan, which shall be allocated, pro rata, among the Prime Outlets Pool Pari Passu Companion Loan and the Prime Outlets Pool Loan, with any Prepayment Interest Shortfall allocated to the Prime Outlets Pool Loan, net of amounts payable by the Master Servicer, to be included in the Net Aggregate Prepayment Interest Shortfall.

Principal Distribution Amount.    So long as the Class A-5 and the Class A-1A Certificates remain outstanding, the Principal Distribution Amount for each Distribution Date will be calculated on a Loan Group by Loan Group basis (with respect to Loan Group 1, the ‘‘Loan Group 1 Principal Distribution Amount’’ and with respect to Loan Group 2, the ‘‘Loan Group 2 Principal Distribution Amount’’). On each Distribution Date after the Certificate Balances of the Class A-5 Certificates or the Class A-1A Certificates have been reduced to zero, a single Principal Distribution Amount will be calculated in the aggregate for both Loan Groups. The ‘‘Principal Distribution Amount’’ for each Distribution Date with respect to a Loan Group or the Mortgage Pool will generally equal the aggregate of the following (without duplication) to the extent paid by the related borrower during the related Collection Period or advanced by the Master Servicer, the Trustee or the 2006-C23 Master Servicer, as applicable:

(a)    the aggregate of the principal portions of all Scheduled Payments (other than Balloon Payments) and of any Assumed Scheduled Payments due or deemed due, on or in respect of the Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable, for their respective Due Dates occurring during the related Collection Period, to the extent not previously paid by the related borrower or advanced by the Master Servicer, the Trustee or the 2006-C23 Master Servicer, as applicable, prior to such Collection Period;

(b)    the aggregate of all principal prepayments received on the Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable, during the related Collection Period;

(c)    with respect to any Mortgage Loan in such Loan Group or the Mortgage Pool, as applicable, as to which the related stated maturity date occurred during or prior to the related Collection Period, any payment of principal made by or on behalf of the related borrower 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 such Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered;

(d)    the aggregate of the principal portion of all liquidation proceeds, insurance proceeds, condemnation awards and proceeds of repurchases of Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable in the Mortgage Pool, and Substitution Shortfall Amounts with respect to Mortgage Loans in the Mortgage Pool or such Loan Group, as applicable, and, to the extent not otherwise included in clause (a), (b) or (c) above, payments and other amounts that were received on or in respect of Mortgage Loans in such Loan Group or the Mortgage Pool, as applicable, during the related Collection Period and that were identified and applied by the Master Servicer as recoveries of principal, in each case net of any portion of such amounts that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or of the principal portion of any Assumed Scheduled Payment deemed due, in respect of the related Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; and

(e)    if such Distribution Date is subsequent to the initial Distribution Date, the excess, if any, of the Loan Group 1 Principal Distribution Amount, the Loan Group 2 Principal Distribution Amount and the Principal Distribution Amount, as the case may be, for the immediately preceding

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Distribution Date, over the aggregate distributions of principal made on the Certificates on such immediately preceding Distribution Date;

provided that the Principal Distribution Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) nonrecoverable Advances plus interest on such nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts plus interest on such amounts that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; provided, further, that in the case of clauses (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans are subsequently recovered on the related Mortgage Loan, such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs.

Notwithstanding the foregoing, unless otherwise noted, where Principal Distribution Amount is used in this prospectus supplement without specific reference to any Loan Group, it refers to the Principal Distribution Amount with respect to the entire Mortgage Pool.

Class A-PB1 Planned Principal Balance.    The ‘‘Class A-PB1 Planned Principal Balance’’ for any Distribution Date is the balance shown for such Distribution Date in the table set forth on Annex C-1 to this prospectus supplement. Such balances were calculated using, among other things, the Table Assumptions. Based on these assumptions, the Certificate Balance of the Class A-PB1 Certificates on each Distribution Date would be reduced to the balance indicated for that Distribution Date on the table. There is no assurance, however, that the Mortgage Loans will perform in conformity with the Table Assumptions. Therefore, there can be no assurance that the balance of the Class A-PB1 Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1A Certificates, the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Loan Group 1 Principal Distribution Amount and/or Loan Group 2 Principal Distribution Amount, as applicable, will be distributed on the Class A-PB1 Certificates until the Certificate Balance of the Class A-PB1 Certificates is reduced to zero.

Class A-PB2 Planned Principal Balance.    The ‘‘Class A-PB2 Planned Principal Balance’’ for any Distribution Date is the balance shown for such Distribution Date in the table set forth on Annex C-2 to this prospectus supplement. Such balances were calculated using, among other things, the Table Assumptions. Based on these assumptions, the Certificate Balance of the Class A-PB2 Certificates on each Distribution Date would be reduced to the balance indicated for that Distribution Date on the table. There is no assurance, however, that the Mortgage Loans will perform in conformity with the Table Assumptions. Therefore, there can be no assurance that the balance of the Class A-PB2 Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1A Certificates, the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-PB1 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Loan Group 1 Principal Distribution Amount and/or Loan Group 2 Principal Distribution Amount, as applicable, will be distributed on the Class A-PB2 Certificates until the Certificate Balance of the Class A-PB2 Certificates is reduced to zero.

The ‘‘Scheduled Payment’’ due on any Mortgage Loan on any related Due Date is the amount of the Periodic Payment (including Balloon Payments) that is or would have been, as the case may be, due thereon on such date, without regard to any waiver, modification or amendment of such Mortgage Loan granted or agreed to by the Special Servicer or otherwise resulting from a bankruptcy or similar proceeding involving the related borrower, without regard to the accrual of Additional Interest on or the application of any Excess Cash Flow to pay principal on an ARD Loan, without regard to any acceleration of principal by reason of default, and with the assumption that each prior Scheduled Payment has been made in a timely manner. The ‘‘Assumed Scheduled Payment’’ is an amount deemed due (i) on any Balloon Loan that is delinquent in respect of its Balloon Payment beyond the first Determination Date that follows its stated maturity date and (ii) on an REO Loan. The Assumed Scheduled Payment deemed

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due on any such Balloon Loan on its stated maturity date and on each successive related Due Date that it remains or is deemed to remain outstanding will equal the Scheduled Payment that would have been due thereon on such date if the related Balloon Payment had not come due but rather such Mortgage Loan had continued to amortize in accordance with such loan’s amortization schedule, if any, and to accrue interest at the Mortgage Rate in effect as of the Closing Date. The Assumed Scheduled Payment deemed due on any REO Loan on each Due Date that the related REO Property remains part of the Trust Fund will equal the Scheduled Payment that would have been due in respect of such Mortgage Loan on such Due Date had it remained outstanding (or, if such Mortgage Loan was a Balloon Loan and such Due Date coincides with or follows what had been its stated maturity date, the Assumed Scheduled Payment that would have been deemed due in respect of such Mortgage Loan on such Due Date had it remained outstanding).

Distributions of the Principal Distribution Amount will constitute the only distributions of principal on the Certificates. Reimbursements of previously allocated Realized Losses and Additional Trust Fund Expenses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is made.

Treatment of REO Properties.    Notwithstanding that any Mortgaged Property (other than the Mortgaged Property related to the Prime Outlets Pool Loan) may be acquired as part of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise, the related Mortgage Loan will be treated, for purposes of determining (i) distributions on the Certificates, (ii) allocations of Realized Losses and Additional Trust Fund Expenses to the Certificates, and (iii) the amount of Trustee Fees and Servicing Fees payable under the Pooling and Servicing Agreement, as having remained outstanding until such REO Property is liquidated. In connection therewith, operating revenues and other proceeds derived from such REO Property (net of related operating costs) will be ‘‘applied’’ by the Master Servicer as principal, interest and other amounts that would have been ‘‘due’’ on such Mortgage Loan, and the Master Servicer will be required to make P&I Advances in respect of such Mortgage Loan, in all cases as if such Mortgage Loan had remained outstanding. References to ‘‘Mortgage Loan’’ or ‘‘Mortgage Loans’’ in the definitions of ‘‘Principal Distribution Amount’’ and ‘‘Weighted Average Net Mortgage Rate’’ are intended to include any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (an ‘‘REO Loan’’). For purposes of this paragraph, the term Mortgage Loan includes the Whole Loans.

Allocation of Prepayment Premiums and Yield Maintenance Charges.    In the event a borrower is required to pay any Prepayment Premium or Yield Maintenance Charge, the amount of such payments actually collected (and, in the case of a Co-Lender Loan, payable with respect to the related Mortgage Loan pursuant to the related Intercreditor Agreement) will be distributed in respect of the Offered Certificates and the Class G Certificates, Class H Certificates, Class J Certificates and Class K Certificates as set forth below. ‘‘Yield Maintenance Charges’’ are fees paid or payable, as the context requires, as a result of a prepayment of principal on a Mortgage Loan, which fees have been calculated (based on Scheduled Payments on such Mortgage Loan) to compensate the holder of the Mortgage for reinvestment losses based on the value of a discount rate at or near the time of prepayment; provided, in most cases, a minimum fee is required by the Mortgage Loan documents (usually calculated as a percentage of the outstanding principal balance of the Mortgage Loan). Any other fees paid or payable, as the context requires, as a result of a prepayment of principal on a Mortgage Loan, which are calculated based upon a specified percentage (which may decline over time) of the amount prepaid are considered ‘‘Prepayment Premiums’’.

Any Prepayment Premiums or Yield Maintenance Charges collected on a Mortgage Loan during the related Collection Period will be distributed as follows: on each Distribution Date and with respect to the collection of any Prepayment Premiums or Yield Maintenance Charges on the Mortgage Loans, the holders of each Class of Offered Certificates and the Class G Certificates, Class H Certificates, Class J Certificates and Class K Certificates then entitled to distributions of principal with respect to the related Loan Group on such Distribution Date will be entitled to an amount of Prepayment Premiums or Yield Maintenance Charges equal to the product of (a) the amount of such Prepayment Premiums or Yield Maintenance Charges; (b) a fraction (which in no event may be greater than one), the numerator of which is equal to the excess, if any, of the Pass-Through Rate of such Class of Certificates over the relevant

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Discount Rate (as defined below), and the denominator of which is equal to the excess, if any, of the Mortgage Rate of the prepaid Mortgage Loan over the relevant Discount Rate; and (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Certificates on such Distribution Date with respect to the applicable Loan Group, and the denominator of which is the Principal Distribution Amount with respect to the applicable Loan Group for such Distribution Date. If there is more than one such Class of Certificates entitled to distributions of principal with respect to the related Loan Group, as applicable, on any particular Distribution Date on which a Prepayment Premium or Yield Maintenance Charge is distributable, the aggregate amount of such Prepayment Premium or Yield Maintenance Charge will be allocated among all such Classes of Certificates up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with, the first sentence of this paragraph. The portion, if any, of the Prepayment Premiums or Yield Maintenance Charges remaining after any such payments described above will be distributed to the holders of the Class IO Certificates.

The ‘‘Discount Rate’’ applicable to any Class of Offered Certificates and the Class G Certificates, Class H Certificates, Class J Certificates and Class K Certificates will be equal to the discount rate stated in the related Mortgage Loan documents used in calculating the Yield Maintenance Charge with respect to such principal prepayment. To the extent that a discount rate is not stated therein, the Discount Rate will equal the yield (when compounded monthly) on the U.S. Treasury issue with a maturity date closest to the maturity date for the prepaid Mortgage Loan or REO Loan. In the event that there are two or more such U.S. Treasury issues (a) with the same coupon, the issue with the lowest yield will be utilized, 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 will be utilized.

For an example of the foregoing allocation of Prepayment Premiums and Yield Maintenance Charges, see ‘‘SUMMARY OF PROSPECTUS SUPPLEMENT’’ in this prospectus supplement. The Depositor makes no representation as to the enforceability of the provision of any Mortgage Note requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of the collectibility of any Prepayment Premium or Yield Maintenance Charge. See ‘‘DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions’’ in this prospectus supplement.

Distributions of Additional Interest.    On each Distribution Date, any Additional Interest collected on an ARD Loan (and, with respect to any Co-Lender Loan, payable on the related Mortgage Loan pursuant to the terms of the related Intercreditor Agreement) during the related Collection Period will be distributed to the holders of the Class Z Certificates. There can be no assurance that any Additional Interest will be collected on the ARD Loans.

Subordination; Allocation of Losses and Certain Expenses

The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans will be subordinated, to the extent described in this prospectus supplement, to the rights of holders of the Class A Certificates, the Class IO Certificates and each other such Class of Subordinate Certificates, if any, with a higher payment priority. This subordination provided by the Subordinate Certificates is intended to enhance the likelihood of timely receipt by the holders of the Class A Certificates and Class IO Certificates of the full amount of Distributable Certificate Interest payable in respect of such Classes of Certificates on each Distribution Date, and the ultimate receipt by the holders of each Class of the Class A Certificates of principal in an amount equal to the entire related Certificate Balance. Similarly, but to decreasing degrees, this subordination is also intended to enhance the likelihood of timely receipt by the holders of the Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates of the full amount of Distributable Certificate Interest payable in respect of such Classes of Certificates on each Distribution Date, and the ultimate receipt by the holders of such Certificates of, in the case of each such Class thereof, principal equal to the entire related Certificate Balance. The protection afforded (a) to the holders of the Class F Certificates by means of the subordination of the Non-Offered Certificates (other than the Class IO Certificates), (b) to the holders of the Class E Certificates by means of the subordination of the Class F Certificates and the Non-Offered Certificates (other than the Class IO Certificates), (c) to the holders of the Class D Certificates by means of the subordination of the Class E

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Certificates, the Class F Certificates and the Non-Offered Certificates (other than the Class IO Certificates), (d) to the holders of the Class C Certificates by means of the subordination of the Class D Certificates, the Class E Certificates, the Class F Certificates and the Non-Offered Certificates (other than the Class IO Certificates), (e) to the holders of the Class B Certificates by means of the subordination of the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates and the Non-Offered Certificates (other than the Class IO Certificates), (f) to the holders of the Class A-J Certificates by means of the subordination of the Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, the Class F Certificates and the Non-Offered Certificates (other than the Class IO Certificates), (g) to the holders of the Class A-M Certificates, by means of the subordination of the Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, the Class F Certificates and the Non-Offered Certificates (other than the Class IO Certificates) and (h) to the holders of the Class A Certificates and Class IO Certificates by means of the subordination of the Subordinate Certificates, will be accomplished by (i) the application of the Available Distribution Amount on each Distribution Date in accordance with the order of priority described under ‘‘—Distributions—Application of the Available Distribution Amount’’ above and (ii) by the allocation of Realized Losses and Additional Trust Fund Expenses as described below. Until the first Distribution Date after the aggregate of the Certificate Balances of the Subordinate Certificates has been reduced to zero, the Class A-5 Certificates will receive principal payments only after the Certificate Balances of each of the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2 and Class A-4 Certificates have been reduced to zero, the Class A-4 Certificates will receive principal payments only after the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-PB1 and Class A-PB2 Certificates have been reduced to zero, the Class A-PB2 Certificates will receive principal payments (other than planned principal payments as described in this prospectus supplement) only after the Certificate Balance of each of the Class A-1, Class A-2, Class A-3 and Class A-PB1 Certificates has been reduced to zero, the Class A-PB1 Certificates will receive principal payments (other than planned principal payments as described in this prospectus supplement) only after the Certificate Balance of each of the Class A-1, Class A-2 and Class A-3 Certificates has been reduced to zero, the Class A-3 Certificates will receive principal payments only after the Certificate Balance of each of the Class A-1 and Class A-2 Certificates has been reduced to zero, the Certificate Balance of the Class A-PB1 Certificates has been reduced to the Class A-PB1 Planned Principal Balance and the Certificate Balance of the Class A-PB2 Certificates has been reduced to the Class A-PB2 Planned Principal Balance, the Class A-2 Certificates will receive principal payments only after the Certificate Balance of the Class A-1 Certificates has been reduced to zero, the Certificate Balance of the Class A-PB1 Certificates has been reduced to the Class A-PB1 Planned Principal Balance and the Certificate Balance of the Class A-PB2 Certificates has been reduced to the Class A-PB2 Planned Principal Balance, and the Class A-1 Certificates will receive principal payments only after the Certificate Balance of the Class A-PB1 Certificates has been reduced to the Class A-PB1 Planned Principal Balance and the Certificate Balance of the Class A-PB2 Certificates has been reduced to the Class A-PB2 Planned Principal Balance. However after the Distribution Date on which the Certificate Balances of the Subordinate Certificates have been reduced to zero, the Class A Certificates, to the extent such Classes remain outstanding, will bear shortfalls in collections and losses incurred in respect of the Mortgage Loans pro rata in respect of distributions of principal and then the Class A Certificates and Class IO Certificates, to the extent such Classes remain outstanding, will bear such shortfalls pro rata in respect of distributions of interest. No other form of credit support will be available for the benefit of the holders of the Offered Certificates.

Allocation to the Class A Certificates, for so long as they are outstanding, of the entire Principal Distribution Amount with respect to the related Loan Group for each Distribution Date in accordance with the priorities described under ‘‘—Distributions—Application of the Available Distribution Amount’’ above will have the effect of reducing the aggregate Certificate Balance of the Class A Certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the Mortgage Pool will reduce. Thus, as principal is distributed to the holders of such Class A Certificates, the percentage interest in the Trust Fund evidenced by such Class A Certificates will be decreased (with a corresponding increase in the percentage interest in the Trust Fund evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded such Class A Certificates by the Subordinate Certificates.

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On each Distribution Date, following all distributions on the Certificates to be made on such date, the aggregate of all Realized Losses and Additional Trust Fund Expenses related to all Mortgage Loans (without regard to Loan Groups) that have been incurred since the Cut-Off Date through the end of the related Collection Period and that have not previously been allocated as described below will be allocated among the respective Classes of Sequential Pay Certificates (in each case, in reduction of their respective Certificate Balances) as follows, but, with respect to the Classes of Sequential Pay Certificates, in the aggregate only to the extent the aggregate Certificate Balance of all Classes of Sequential Pay Certificates remaining outstanding after giving effect to the distributions on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date: first, to the Class S Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; second, to the Class Q Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; third, to the Class P Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fourth, to the Class O Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fifth, to the Class N Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; sixth, to the Class M Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; seventh, to the Class L Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eighth, to the Class K Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; ninth, to the Class J Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; tenth, to the Class H Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eleventh, to the Class G Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; twelfth, to the Class F Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; thirteenth, to the Class E Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fourteenth, to the Class D Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fifteenth, to the Class C Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; sixteenth, to the Class B Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; seventeenth, to the Class A-J Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eighteenth, to the Class A-M Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; and last, to the Class A Certificates, pro rata, in proportion to their respective outstanding Certificate Balances, until the remaining Certificate Balances of such Classes are reduced to zero.

Generally, any losses and expenses that are associated with the Co-Lender Loans with Subordinate Companion Loans will be allocated in accordance with the terms of the related Intercreditor Agreement first, to the related Subordinate Companion Loan and second, to other related Mortgage Loan. The portion of those losses and expenses allocated to each of the related Mortgage Loans will be allocated among the Certificates in the manner described above. Any losses and expenses with respect to the Prime Outlets Pool Whole Loan will be allocated in accordance with the Prime Outlets Pool Intercreditor Agreement pro rata to the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan.

‘‘Realized Losses’’ are losses arising from the inability to collect all amounts due and owing under any defaulted Mortgage Loan, including by reason of the fraud or bankruptcy of the borrower or a casualty of any nature at the related Mortgaged Property, to the extent not covered by insurance. The Realized Loss in respect of a liquidated Mortgage Loan is an amount generally equal to the excess, if any, of (a) the outstanding principal balance of such Mortgage Loan as of the date of liquidation, together with (i) all accrued and unpaid interest thereon to but not including the Due Date in the Collection Period in which the liquidation occurred (exclusive of any related default interest in excess of the Mortgage Rate, Additional Interest, Prepayment Premium or Yield Maintenance Charges) and (ii) certain related unreimbursed servicing expenses (including any unreimbursed interest on any Advances), over (b) the aggregate amount of liquidation proceeds, if any, recovered in connection with such liquidation. If any portion of the debt due under a Mortgage Loan (other than Additional Interest and default interest in excess of the Mortgage Rate) is forgiven, whether in connection with a modification, waiver or

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amendment granted or agreed to by the Special Servicer or in connection with the bankruptcy or similar proceeding involving the related borrower, the amount so forgiven also will be treated as a Realized Loss. The Realized Loss in respect of a Mortgage Loan for which a Final Recovery Determination has been made includes nonrecoverable Advances (in each case, including interest on that nonrecoverable Advance) to the extent amounts have been paid from the Principal Distribution Amount pursuant to the Pooling and Servicing Agreement.

‘‘Additional Trust Fund Expenses’’ include, among other things, (i) any Special Servicing Fees, Liquidation Fees, Determination Party fees (in certain circumstances) or Workout Fees paid to the Special Servicer, (ii) any interest paid to the Master Servicer and/or the Trustee in respect of unreimbursed Advances (to the extent not otherwise offset by penalty interest and late payment charges) and amounts payable to the Special Servicer in connection with certain inspections of Mortgaged Properties required pursuant to the Pooling and Servicing Agreement (to the extent not otherwise offset by 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) and (iii) any of certain unanticipated expenses of the Trust Fund, including certain indemnities and reimbursements to the Trustee of the type described under ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certain Matters Regarding the Trustee’’ in the accompanying prospectus, certain indemnities and reimbursements to the Master Servicer, the Special Servicer and the Depositor of the type described under ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certain Matters Regarding the Master Servicer and the Depositor’’ in the accompanying prospectus (the Special Servicer having the same rights to indemnity and reimbursement as described thereunder with respect to the Master Servicer), certain Rating Agency fees to the extent such fees are not paid by any other party and certain federal, state and local taxes and certain tax related expenses, payable from the assets of the Trust Fund and described under ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—Taxation of Owners of REMIC Residual Certificates’’ and ‘‘—Prohibited Transactions Tax and Other Taxes’’ in the accompanying prospectus and ‘‘SERVICING OF THE MORTGAGE LOANS—Defaulted Mortgage Loans; REO Properties; Purchase Option’’ in this prospectus supplement. Additional Trust Fund Expenses will reduce amounts payable to Certificateholders and, subject to the distribution priorities described above, may result in a loss on one or more Classes of Offered Certificates.

P&I Advances

On or about each Distribution Date, the Master Servicer is obligated, subject to the recoverability determination described below (and any other applicable limitations), to make advances (each, a ‘‘P&I Advance’’) out of its own funds or, subject to the replacement thereof as provided in the Pooling and Servicing Agreement, from funds held in the Certificate Account that are not required to be distributed to Certificateholders (or paid to any other Person pursuant to the Pooling and Servicing Agreement) on such Distribution Date, in an amount that is generally equal to the aggregate of all Periodic Payments (other than Balloon Payments) and any Assumed Scheduled Payments, net of related Master Servicing Fees in respect of the Mortgage Loans (other than the Prime Outlets Pool Loan, as provided below) and any REO Loans during the related Collection Period, in each case to the extent such amount was not paid by or on behalf of the related borrower or otherwise collected (or previously advanced by the Master Servicer) as of the close of business on the last day of the Collection Period. P&I Advances are intended to maintain a regular flow of scheduled interest and principal payments to the holders of the Class or Classes of Certificates entitled thereto, rather than to insure against losses. The Master Servicer’s obligations to make P&I Advances in respect of any Mortgage Loan, subject to the recoverability determination, will continue until liquidation of such Mortgage Loan or disposition of any REO Property acquired in respect thereof. However, if the Periodic Payment on any Mortgage Loan has been reduced in connection with a bankruptcy or similar proceeding or a modification, waiver or amendment granted or agreed to by the Special Servicer, the Master Servicer will be required to advance only the amount of the reduced Periodic Payment (net of related Servicing Fees) in respect of subsequent delinquencies. In addition, if it is determined that an Appraisal Reduction Amount exists with respect to any Required Appraisal Loan (as defined below), 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

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Appraisal Reduction Amount exists, the Master Servicer or the Trustee, as applicable 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 (i) the amount of the interest portion of the P&I Advance that would otherwise be required without regard to this sentence, minus the product of (a) such Appraisal Reduction Amount and (b) 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 as described in ‘‘—Appraisal Reductions’’ below and (ii) the amount of the principal portion of the P&I Advance that would otherwise be required without regard to this sentence. Pursuant to the terms of the Pooling and Servicing Agreement, if the Master Servicer fails to make a P&I Advance required to be made, the Trustee will then be required to make such P&I Advance, in such case, subject to the recoverability standard described below. Neither the Master Servicer nor the Trustee will be required to make a P&I Advance or any other advance for any Balloon Payments, default interest, late payment charges, Prepayment Premiums, Yield Maintenance Charges or Additional Interest. Neither the Master Servicer nor the Trustee will be required to make any P&I Advance with respect to any Subordinate Companion Loan. Neither the Master Servicer nor the Trustee will be required to make any P&I Advances with respect to any Companion Loan. If the Master Servicer fails to make the required P&I Advance, the Trustee is required to make such P&I Advance, subject to the same limitations, and with the same rights, as described above for the Master Servicer. In general, neither the Master Servicer nor the Trustee will be required to make any P&I Advances with respect to the Prime Outlets Pool Loan under the Pooling and Servicing Agreement. Those advances will be made by the 2006-C23 Master Servicer in accordance with the 2006-C23 Pooling and Servicing Agreement on generally the same terms and conditions as are applicable under the Pooling and Servicing Agreement. Furthermore, the amount of principal and interest advances to be made with respect to the Prime Outlets Pool Loan may be reduced by an appraisal reduction amount as calculated under the 2006-C23 Pooling and Servicing Agreement, which amount will be calculated in a manner generally the same as an Appraisal Reduction Amount. If the 2006-C23 Master Servicer fails to make a required principal and interest advance on the Prime Outlets Pool Loan pursuant to the 2006-C23 Pooling and Servicing Agreement (other than based on a determination that such advance will not be recoverable out of collections on the Prime Outlets Pool Loan), the Master Servicer will be required to make the P&I Advance on the Prime Outlets Pool Loan, so long as it has received all information necessary to make a recoverability determination. If the Master Servicer fails to make the required P&I Advance, the Trustee is required to make such P&I Advance, subject to the same limitations, and with the same rights, as described above for the Master Servicer. The Master Servicer and the Trustee may conclusively rely on the non-recoverability determination of the 2006-C23 Master Servicer. If any principal and interest advances are made with respect to the Prime Outlets Pool Loan under the 2006-C23 Pooling and Servicing Agreement or under the Pooling and Servicing Agreement, the party making that advance will be entitled to be reimbursed with interest thereon as set forth in the 2006-C23 Pooling and Servicing Agreement or the Pooling and Servicing Agreement, as applicable, including in the event that the 2006-C23 Master Servicer has made a principal and interest advance on the Prime Outlets Pool Loan that it or the 2006-C23 Special Servicer subsequently determines is not recoverable from expected collections on the Prime Outlets Pool Loan, from general collections on all Mortgage Loans in the Trust.

The Master Servicer (or the Trustee) is entitled to recover any P&I Advance made out of its own funds from any amounts collected in respect of the Mortgage Loan (net of related Master Servicing Fees with respect to collections of interest and net of related Liquidation Fees and Workout Fees with respect to collections of principal) as to which such P&I Advance was made whether such amounts are collected in the form of late payments, insurance and condemnation proceeds or liquidation proceeds, or any other recovery of the related Mortgage Loan or REO Property (‘‘Related Proceeds’’). Neither the Master Servicer nor the Trustee is obligated to make any P&I Advance that it or the Special Servicer determines, in accordance with the Servicing Standard (in the case of the Master Servicer and Special Servicer) or its good faith business judgment (in the case of the Trustee), would, if made, not be recoverable from Related Proceeds (a ‘‘Nonrecoverable P&I Advance’’), and the Master Servicer (or the Trustee) is entitled to recover, from general funds on deposit in the Certificate Account, any P&I Advance made that it determines to be a Nonrecoverable P&I Advance plus interest at the Reimbursement Rate. In addition, both the Master Servicer and the Trustee will be entitled to recover any Advance (together with interest

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thereon) that is outstanding at the time that the related Mortgage Loan is modified in connection with such Mortgage Loan becoming a Corrected Mortgage Loan and is not repaid in full in connection with such modification but instead becomes an obligation of the borrower to pay such amounts in the future (such Advance, a ‘‘Workout-Delayed Reimbursement Amount’’) out of principal collections in the Certificate Account. Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may at any time be determined to constitute a nonrecoverable Advance and thereafter shall be recoverable as any other nonrecoverable Advance. A Workout-Delayed Reimbursement Amount will constitute a nonrecoverable Advance when the person making such determination, and taking into account factors such as all other outstanding Advances, either (a) has determined in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or its good faith business judgment (in the case of the Trustee) that such Workout-Delayed Reimbursement Amount would not ultimately be recoverable from Related Proceeds, or (b) has determined in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or its good faith business judgment (in the case of the Trustee) that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts and nonrecoverable Advances, would not ultimately be recoverable out of principal collections in the Certificate Account. In addition, any such person may update or change its recoverability determinations (but not reverse any other person’s determination that an Advance is nonrecoverable) at any time and may obtain at the expense of the Trust Fund any analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination that an Advance is nonrecoverable will be conclusive and binding on the Certificateholders, the Master Servicer and the Trustee. Any requirement of the Master Servicer or the Trustee to make an Advance in the Pooling and Servicing Agreement is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans. See ‘‘DESCRIPTION OF THE CERTIFICATES—Advances in Respect of Delinquencies’’ and ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account’’ in the accompanying prospectus.

With respect to any nonrecoverable servicing advances made on the Prime Outlets Pool Loan and the Prime Outlets Pool Pari Passu Companion Loan, the Master Servicer and the Trustee may recover such amounts pro rata from the trust and the related holders of the Prime Outlets Pool Pari Passu Companion Loan; provided that, in the event the pro rata shares, together with amounts available for reimbursement to the Master Servicer or the Trustee from general collections under the Pooling and Servicing Agreement, are not sufficient to reimburse the Master Servicer or Trustee, the advancing party may collect the full amount thereof from the related holders of the Prime Outlets Pool Pari Passu Companion Loan.

In connection with the recovery by the Master Servicer or the Trustee of any P&I Advance made by it or the recovery by the Master Servicer or the Trustee of any reimbursable servicing expense (which may include nonrecoverable advances to the extent deemed to be in the best interest of the Certificateholders) incurred by it (each such P&I Advance or expense, an ‘‘Advance’’), the Master Servicer or the Trustee, as applicable, is entitled to be paid interest compounded annually at a per annum rate equal to the Reimbursement Rate. Such interest will be paid contemporaneously with the reimbursement of the related Advance first out of late payment charges and default interest received on the related Mortgage Loan in the Collection Period in which such reimbursement is made and then from general collections on the Mortgage Loans then on deposit in the Certificate Account; provided, however, no P&I Advance shall accrue interest until after the expiration of any applicable grace period for the related Periodic Payment. In addition, to the extent the Master Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on Advances related to such Mortgage Loan has been paid from general collections on deposit in the Certificate Account and not previously reimbursed to the Trust Fund, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest. The ‘‘Reimbursement Rate’’ is equal to the ‘‘prime rate’’ published in the ‘‘Money Rates’’ Section of The Wall Street Journal, as such ‘‘prime rate’’ may change from time to time, accrued on the amount of such Advance from the date made to but not including the date of reimbursement. To the extent not offset or covered by amounts otherwise payable on the Non-Offered Certificates, interest

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accrued on outstanding Advances will result in a reduction in amounts payable on the Offered Certificates, subject to the distribution priorities described in this prospectus supplement.

Upon a determination that a previously made Advance is not recoverable, instead of obtaining reimbursement out of general collections immediately, the Master Servicer or the Trustee, as applicable, may, in its sole discretion, elect to obtain reimbursement for such nonrecoverable Advance over time (not to exceed 12 months or such longer period of time as agreed to by the Master Servicer and the Controlling Class Representative, each in its sole discretion) and the unreimbursed portion of such Advance will accrue interest at the prime rate. At any time after such a determination to obtain reimbursement over time, the Master Servicer, the Special Servicer or the Trustee, as applicable, may, in its sole discretion, 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 or the Special Servicer, constitute a violation of the Servicing Standard or contractual duty under the Pooling and Servicing Agreement and/or with respect to the Trustee, constitute a violation of any fiduciary duty to Certificateholders or contractual duty under the Pooling and Servicing Agreement. In the event that the Master Servicer or the Trustee, as applicable, elects not to recover such non-recoverable advances over time, the Master Servicer or the Trustee, as applicable, will be required to give Fitch and Moody’s at least 15 days notice prior to any such reimbursement to it of nonrecoverable Advances from amounts in the Certificate Account allocable to interest on the Mortgage Loans, unless the Master Servicer or the Trustee, as applicable, makes a determination not to give such notice in accordance with the terms of the Pooling and Servicing Agreement.

If the Master Servicer, the Trustee or the Special Servicer, as applicable, reimburses itself out of general collections on the Mortgage Pool for any Advance that it has determined is not recoverable out of collections on the related Mortgage Loan or reimburses itself out of general collections, related to principal only, on the Mortgage Pool for any Workout-Delayed Reimbursement Amount, then that Advance or Workout-Delayed Reimbursement Amount (together, in each case, with accrued interest thereon) will be deemed, to the fullest extent permitted pursuant to the terms of the Pooling and Servicing Agreement, to be reimbursed first out of the Principal Distribution Amount otherwise distributable on the applicable Certificates (prior to, in the case of nonrecoverable Advances only, being deemed reimbursed out of payments and other collections of interest on the underlying Mortgage Loans otherwise distributable on the applicable Certificates), thereby reducing the Principal Distribution Amount of such Certificates. To the extent any Advance is determined to be nonrecoverable and to the extent of each Workout-Delayed Reimbursement Amount, if the Advance or Workout-Delayed Reimbursement Amount is reimbursed out of the Principal Distribution Amount as described above and the item for which the Advance or Workout-Delayed Reimbursement Amount was originally made is subsequently collected from payments or other collections on the related Mortgage Loan, then the Principal Distribution Amount for the Distribution Date corresponding to the Collection Period in which this item was recovered will be increased by the lesser of (a) the amount of the item and (b) any previous reduction in the Principal Distribution Amount for a prior Distribution Date pursuant to this paragraph.

Appraisal Reductions

Other than with respect to the Prime Outlets Pool Loan, upon the earliest of the date (each such date, a ‘‘Required Appraisal Date’’) that (1) any Mortgage Loan is sixty (60) days delinquent in respect of any Periodic Payments, (2) any REO Property is acquired on behalf of the Trust Fund in respect of any Mortgage Loan, (3) any Mortgage Loan has been modified by the Special Servicer to reduce the amount of any Periodic Payment, other than a Balloon Payment, (4) a receiver is appointed and continues in such capacity in respect of the Mortgaged Property securing any Mortgage Loan, (5) a borrower with respect to any Mortgage Loan becomes subject to any bankruptcy proceeding, (6) a Balloon Payment with respect to any Mortgage Loan has not been paid on its scheduled maturity date, unless the Master Servicer has, on or prior to sixty (60) days following the scheduled maturity date of such Balloon Payment, received written evidence from an institutional lender of such lender’s binding commitment to refinance such Mortgage Loan within sixty (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

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immediately become a Required Appraisal Loan) or (7) any Mortgage Loan is outstanding sixty (60) days after the third anniversary of an extension of its scheduled maturity date (each such Mortgage Loan, including an REO Loan, a ‘‘Required Appraisal Loan’’), the Special Servicer is required to obtain (within sixty (60) days of the applicable Required Appraisal Date) an appraisal of the related Mortgaged Property prepared in accordance with 12 CFR Section 225.62 and conducted in accordance with the standards of the Appraisal Institute by a Qualified Appraiser (or with respect to any Mortgage Loan with an outstanding principal balance less than $2 million, an internal valuation performed by the Special Servicer), unless such an appraisal had previously been obtained within the prior twelve months. A ‘‘Qualified Appraiser’’ is an independent appraiser, selected by the Special Servicer or the Master Servicer, that is a member in good standing of the Appraisal Institute, and that, if the state in which the subject Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and in each such case, who has a minimum of five years experience in the related Mortgaged Property's property type and market. The cost of such appraisal will be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor out of Related Proceeds or, if not reimbursable therefrom, out of general funds on deposit in the Certificate Account. As a result of any such appraisal, it may be determined that an ‘‘Appraisal Reduction Amount’’ exists with respect to the related Required Appraisal Loan, such determination to be made by the Special Servicer as described below. The Appraisal Reduction Amount for any Required Appraisal Loan will be calculated by the Master Servicer and will equal the excess, if any, of (a) the sum (without duplication), as of the first Determination Date immediately succeeding the Master    Servicer’s obtaining knowledge of the occurrence of the Required Appraisal Date if no new appraisal is required or the date on which the appraisal or internal valuation, if applicable, is obtained and each Determination Date thereafter so long as the related Mortgage Loan remains a Required Appraisal Loan, of (i) the Stated Principal Balance of such Required Appraisal Loan and any Companion Loans related thereto, (ii) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest on the Required Appraisal Loan and any related Companion Loans to the extent the Special Servicer had actual knowledge of such advance, through the most recent Due Date prior to such Determination Date at a per annum rate equal to the related Net Mortgage Rate for the Required Appraisal Loan and the related fixed annualized rate of interest scheduled to accrue for the related Companion Loans (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 Loan and any related Companion Loans, plus, with respect to any Pari Passu Companion Loan (other than the Prime Outlets Pool Pari Passu Companion Loan), similar fees and expenses to the extent the Special Servicer has actual knowledge of such fees and expenses, (iv) all related unreimbursed Advances (plus accrued interest thereon) made by or on behalf of the Master Servicer, the Special Servicer or the Trustee with respect to such Required Appraisal Loan and any related Companion Loan and (v) all currently due and unpaid real estate taxes and reserves owed for improvements 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) 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 Loan, plus (ii) 90% of the appraised value (net of any prior liens and estimated liquidation expenses) of the related Mortgaged Property as determined by such appraisal less any downward adjustments made by the Special Servicer (without implying any obligation to do so) based upon its review of the Appraisal and such other information as the Special Servicer deems appropriate. If the Special Servicer has not obtained a new appraisal (or performed an internal valuation, if applicable) within the time limit described above, the Appraisal Reduction Amount for the related Mortgage Loan will equal 25% of the principal balance of such Mortgage Loan, to be adjusted upon receipt of the new appraisal (or internal valuation, if applicable).

As a result of calculating an Appraisal Reduction Amount with respect to a Mortgage Loan, the interest portion of a P&I Advance for such Mortgage Loan for the related Distribution Date will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Subordinate Certificates in reverse order of entitlement to distribution with respect to such Classes. See ‘‘—P&I Advances’’ above. Any such Appraisal Reduction Amounts on Mortgage Loans with Subordinate Companion Loans will generally be allocated first, to the Subordinate Companion Loan, and second, to

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the related Mortgage Loan. With respect to the Prime Outlets Pool Loan, the appraisal reduction amount will be calculated under the 2006-C23 Pooling and Servicing Agreement in a manner generally the same as an Appraisal Reduction Amount as described above. See ‘‘SERVICING OF THE MORTGAGE LOANS—Servicing of the Prime Outlets Pool Loan’’ in this prospectus supplement. For the purpose of calculating P&I Advances only, the aggregate Appraisal Reduction Amounts will be allocated to the Certificate Balance of each Class of Sequential Pay Certificates in reverse order of payment priorities.

Reports to Certificateholders; Available Information

Trustee Reports.    Based solely on information provided in monthly reports prepared by the Master Servicer and the Special Servicer (and subject to the limitations with respect thereto) and delivered to the Trustee, the Trustee is required to provide or make available electronically (on the Trustee’s internet website initially located at www.ctslink.com) on each Distribution Date to the general public:

(a)    A statement (a ‘‘Distribution Date Statement’’), substantially in the form of Annex B to this prospectus supplement, setting forth, among other things, for each Distribution Date:

(i)    the amount of the distribution to the holders of each Class of REMIC Regular Certificates in reduction of the Certificate Balance thereof;

(ii)    the amount of the distribution to the holders of each Class of REMIC Regular Certificates allocable to Distributable Certificate Interest and the applicable Interest Distribution Amount;

(iii)    the amount of the distribution to the holders of each Class of REMIC Regular Certificates allocable to Prepayment Premiums and Yield Maintenance Charges;

(iv)    the amount of the distribution to the holders of each Class of REMIC Regular Certificates in reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses;

(v)    the Available Distribution Amount;

(vi)    (a) the aggregate amount of P&I Advances (including any such advances made on the Prime Outlets Pool Loan as required by the 2006-C23 Pooling and Servicing Agreement) made in respect of such Distribution Date with respect to the Mortgage Pool and each Loan Group, 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;

(vii)    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;

(viii)    the aggregate Stated Principal Balance of the Mortgage Pool and each Loan Group outstanding immediately before and immediately after such Distribution Date;

(ix)    the number, aggregate unpaid principal balance, weighted average remaining term to maturity or Anticipated Repayment Date 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;

(x)    the number of the Mortgage Loans and the aggregate Stated Principal Balance (immediately after such Distribution Date) of the Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent ninety (90) days or more, (d) as to which foreclosure proceedings have been commenced and (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;

(xi)    as to each Mortgage Loan referred to in the preceding clause (x) above: (a) the loan number thereof, (b) the Stated Principal Balance thereof immediately following such Distribution Date and (c) a brief description of any loan modification;

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(xii)    with respect to any Mortgage Loan as to which a liquidation event occurred during the related Collection Period (other than a payment in full), (a) the loan number thereof, (b) the 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;

(xiii)    with respect to any REO Property included in the Trust Fund as to which the Special Servicer has determined, in accordance with the Servicing Standard, that all payments or recoveries with respect to such property have been ultimately recovered (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;

(xiv)    the Accrued Certificate Interest in respect of each Class of REMIC Regular Certificates for such Distribution Date;

(xv)    any unpaid Distributable Certificate Interest in respect of each Class of REMIC Regular Certificates after giving effect to the distributions made on such Distribution Date;

(xvi)    the Pass-Through Rate for each Class of REMIC Regular Certificates for such Distribution Date;

(xvii)    the Principal Distribution Amount;

(xviii)    the Principal Distribution Amount, the Loan Group 1 Principal Distribution Amount and the Loan Group 2 Principal Distribution Amount for such Distribution Date (and, in the case of any principal prepayment or other unscheduled collection of principal received during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment or other collection of principal);

(xix)    the aggregate of all Realized Losses incurred during the related Collection Period and all Additional Trust Fund Expenses incurred during the related Collection Period;

(xx)    the aggregate of all Realized Losses and Additional Trust Fund Expenses that were allocated to each Class of Certificates on such Distribution Date;

(xxi)    the Certificate Balance of each Class of REMIC Regular Certificates (other than the Class IO Certificates) and the Notional Amount 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;

(xxii)    the certificate factor for each Class of REMIC Regular Certificates immediately following such Distribution Date;

(xxiii)    the aggregate amount of interest on P&I Advances (including any such advances made on the Prime Outlets Pool Loan under the 2006-C23 Pooling and Servicing Agreement) paid to the Master Servicer or the Trustee (or the 2006-C23 Master Servicer, as applicable) with respect to the Mortgage Pool and each Loan Group during the related Collection Period;

(xxiv)    the aggregate amount of interest on servicing advances paid to the Master Servicer, the Special Servicer and the Trustee (and, if applicable, the 2006-C23 Master Servicer and the 2006-C23 Special Servicer) with respect to the Mortgage Pool and each Loan Group during the related Collection Period;

(xxv)    the aggregate amount of servicing fees and Trustee Fees paid to the Master Servicer, the Special Servicer and the Trustee, as applicable, during the related Collection Period;

(xxvi)    the loan number for each Required Appraisal Loan and any related Appraisal Reduction Amount as of the related Determination Date;

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(xxvii)    the loan number for each Mortgage Loan which has experienced a material modification, extension or waiver;

(xxviii)    the loan number for each Mortgage Loan which has experienced a breach of the representations and warranties 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 REMIC Regular Certificates;

(xxx)    the original and thereafter, the current ratings for each Class of REMIC Regular Certificates;

(xxxi)    the aggregate amount of Prepayment Premiums and Yield Maintenance Charges collected with respect to the Mortgage Pool and each Loan Group during the related Collection Period;

(xxxii)    the amounts, if any, actually distributed with respect to the Class R-I Certificates, Class R-II Certificates and Class Z Certificates on such Distribution Date; and

(xxxiii)    the value of any REO Property included in the Trust Fund as of the end of the Collection Period, based on the most recent appraisal or valuation.

(b)    A ‘‘CMSA Loan Periodic Update File’’ and a ‘‘CMSA Property File’’ (in electronic form and substance as provided by the Master Servicer and/or the Special Servicer) setting forth certain information (with respect to CMSA Loan Periodic Update File, as of the related Determination Date) with respect to the Mortgage Loans and the Mortgaged Properties, respectively.

(c)    A ‘‘CMSA Collateral Summary File’’ and a ‘‘CMSA Bond File’’ setting forth certain information with respect to the Mortgage Loans and the Certificates, respectively.

(d)    A ‘‘CMSA Reconciliation of Funds Report’’ setting forth certain information with respect to the Mortgage Loans and the Certificates.

Copies of each Distribution Date Statement will be filed with the Securities and Exchange Commission (‘‘SEC’’) through its EDGAR system located at www.sec.gov under the name of the Issuing Entity for so long as the Issuing Entity is subject to the reporting requirement of the Securities Exchange Act of 1934, as amended. The public also may read and copy any materials filed with the SEC at its Public Reference Room located at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The Master Servicer and/or the Special Servicer is required to deliver (in electronic format acceptable to the Trustee and Master Servicer) to the Trustee prior to each Distribution Date and the Trustee is required to provide or make available electronically to each Certificateholder, the Depositor, the Underwriters and each Rating Agency on each Distribution Date, the following reports:

(a)    CMSA Delinquent Loan Status Report;

(b)    CMSA Historical Loan Modification and Corrected Mortgage Loan Report;

(c)    CMSA Historical Liquidation Report;

(d)    CMSA REO Status Report;

(e)    CMSA Servicer Watch List/Portfolio Review Guidelines;

(f)    CMSA Operating Statement Analysis Report;

(g)    CMSA NOI Adjustment Worksheet;

(h)    CMSA Comparative Financial Status Report;

(i)    CMSA Loan Level Reserve/LOC Report; and

(j)    CMSA Advance Recovery Report.

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Each of the reports referenced as CMSA reports will be in the form prescribed in the standard Commercial Mortgage Securities Association (‘‘CMSA’’) investor reporting package. Forms of these reports are available at the CMSA’s website located at www.cmbs.org.

The reports identified in clauses (a), (b), (c), (d), (i) and (j) above are referred to in this prospectus supplement as the ‘‘Unrestricted Servicer Reports’’, and the reports identified in clauses (e), (f), (g) and (h) above are referred to in this prospectus supplement as the ‘‘Restricted Servicer Reports’’.

In addition, within a reasonable period of time after the end of each calendar year, the Trustee is required to 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) certain items provided to Certificateholders in the monthly Distribution Date Statements and such other information as may be required to enable such Certificateholders to prepare their federal income tax returns. Such information is required to include the amount of original issue discount accrued on each Class of Certificates and information regarding the expenses of the Trust Fund. Such requirements shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code in force from time to time.

The information that pertains to Specially Serviced Mortgage Loans reflected in reports will be based solely upon the reports delivered by the Special Servicer or the Master Servicer to the Trustee prior to the related Distribution Date. Absent manifest error, none of the Master Servicer, the Special Servicer, or the Trustee will be responsible for the accuracy or completeness of any information supplied to it by a mortgagor or third-party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer, or the Trustee, as applicable.

The Trustee is responsible for the preparation of tax returns on behalf of the Trust Fund and the preparation of monthly reports on Form 10-D (based on information included in the monthly Distribution Date Statements and other information provided by other transaction parties) and annual reports on Form 10-K that are required to be filed with the SEC on behalf of the Trust Fund.

The Trustee will make the Distribution Date Statement available each month to the general public via the Trustee’s internet website. The Trustee will also make the periodic reports described in the prospectus under ‘‘WHERE YOU CAN FIND MORE INFORMATION’’ and ‘‘INCORPORATION OF CERTAIN INFORMATION BY REFERENCE’’ relating to the Issuing Entity available through its website on the same date they are filed with the SEC. The Trustee’s internet website will initially be located at www.ctslink.com. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at 301-815-6600. Parties that are unable to use the website are entitled to have a paper copy mailed to them at no charge via first class mail by calling the customer service desk.

Book-Entry Certificates.    Until such time as definitive Offered Certificates are issued in respect of the Book-Entry Certificates, the foregoing information will be available to the holders of the Book-Entry Certificates only to the extent it is forwarded by or otherwise available through DTC and its Participants. Any beneficial owner of a Book-Entry Certificate who does not receive information through DTC or its Participants may request that the Trustee reports be mailed directly to it by written request to the Trustee (accompanied by evidence of such beneficial ownership) at the Corporate Trust Office of the Trustee. The manner in which notices and other communications are conveyed by DTC to its Participants, and by its Participants to the holders of the Book-Entry Certificates, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The Master Servicer, the Special Servicer, the Trustee and the Depositor are required to recognize as Certificateholders only those persons in whose names the Certificates are registered on the books and records of the Certificate Registrar.

Information Available Electronically.    On or prior to each Distribution Date, the Trustee will make available to the general public via its internet website initially located at www.ctslink.com, (i) the related Distribution Date Statement, (ii) the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Bond File and CMSA Collateral Summary File, (iii) the Unrestricted Servicer Reports, (iv) as a convenience for the general public (and not in furtherance of the distribution thereof under the securities laws), this prospectus supplement, the accompanying prospectus and the Pooling and Servicing Agreement, and (v) any other items at the request of the Depositor.

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In addition, on each Distribution Date, the Trustee will make available via its internet website, on a restricted basis, (i) the Restricted Servicer Reports and (ii) the CMSA Property File. The Trustee shall provide access to such restricted reports, upon receipt of a certification in the form attached to the Pooling and Servicing Agreement, to Certificate Owners and prospective transferees, and upon request to any other Privileged Person and to any other person upon the direction of the Depositor.

The Trustee and Master Servicer make no representations or warranties as to the accuracy or completeness of any report, document or other information made available on its internet website and assumes no responsibility therefor. In addition, the Trustee and the Master Servicer may disclaim responsibility for any information distributed by the Trustee or the Master Servicer, as the case may be, for which it is not the original source.

The Master Servicer may make available each month via the Master Servicer’s internet website, initially located at www.wachovia.com (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 to such Privileged Person, the Restricted Servicer Reports and the CMSA Property File. For assistance with the Master Servicer’s internet website, investors may call (800) 326-1334.

‘‘Privileged Person’’ means any Certificateholder or any person identified to the Trustee or the Master Servicer, as applicable, as a prospective transferee of an Offered Certificate or any interests therein (that, with respect to any such holder or Certificate Owner or prospective transferee, has provided to the Trustee or the Master Servicer, as applicable, a certification in the form attached to the Pooling and Servicing Agreement), any Rating Agency, the Mortgage Loan Sellers, any holder of a Companion Loan, the Depositor and its designees, the Underwriters or any party to the Pooling and Servicing Agreement.

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. Neither the Trustee nor the Master Servicer shall be liable for the dissemination of information in accordance with the Pooling and Servicing Agreement.

Other Information.    The Pooling and Servicing Agreement requires that the Master Servicer or the Special Servicer make available at its offices primarily responsible for administration of the Trust Fund, during normal business hours, or send the requesting party at the expense of such requesting party, for review by any holder or Certificate Owner owning an Offered Certificate or an interest therein or any person identified by the Trustee to the Master Servicer or Special Servicer, as the case may be, as a prospective transferee of an Offered Certificate or an interest therein, originals or copies of, among other things, the following items: (a) the Pooling and Servicing Agreement and any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Offered Certificates since the Closing Date, (c) all officer’s certificates delivered by the Master Servicer since the Closing Date as described under ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Evidence as to Compliance’’ in the accompanying prospectus, (d) all accountants’ reports delivered with respect to the Master Servicer since the Closing Date as described under ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Evidence as to Compliance’’ in the accompanying prospectus, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property, (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, (h) the Mortgage File relating to each Mortgage Loan, and (i) any and all officers’ certificates and other evidence prepared by the Master Servicer or the Special Servicer to support its determination that any Advance was or, if made, would not be recoverable from Related Proceeds. Copies of any and all of the foregoing items will be available from the Master Servicer or Special Servicer, as the case may be, upon request; however, the Master Servicer or Special Servicer, as the case may be, will be permitted to require (other than from the Rating Agencies) a certification from the person seeking such information (covering among other matters, confidentiality) and payment of a sum sufficient to cover the reasonable costs and expenses of providing such information to Certificateholders, Certificate Owners and their prospective transferees, including, without limitation, copy charges and reasonable fees for employee time and for space.

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Assumed Final Distribution Date; Rated Final Distribution Date

The ‘‘Assumed Final Distribution Date’’ with respect to any Class of REMIC Regular Certificates is the Distribution Date on which the Certificate Balance of such Class of Certificates would be reduced to zero based on the assumption that no Mortgage Loan is voluntarily prepaid prior to its stated maturity date (except for the ARD Loans which are assumed to be paid in full on their respective Anticipated Repayment Dates) and otherwise based on the ‘‘Table Assumptions’’ set forth under ‘‘YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life’’ in this prospectus supplement, which Distribution Date shall in each case be as follows:

Class Designation				Assumed Final Distribution Date
Class A-1				November 15, 2010
Class A-2				June 15, 2011
Class A-3				March 15, 2013
Class A-PB1				March 15, 2013
Class A-PB2				August 15, 2015
Class A-4				April 15, 2016
Class A-5				April 15, 2016
Class A-1A				April 15, 2016
Class A-M				May 15, 2016
Class A-J				May 15, 2016
Class B				May 15, 2016
Class C				May 15, 2016
Class D				May 15, 2016
Class E				May 15, 2016
Class F				May 15, 2016

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of Balloon Payments and without regard to a reasonable liquidation time with respect to any Mortgage Loans that may be delinquent. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR (as defined in this prospectus supplement) (except that it is assumed that the ARD Loans pay their respective principal balances on their related Anticipated Repayment Dates) and no losses on the Mortgage Loans. Because the rate of principal payments (including prepayments) on the Mortgage Loans can be expected to exceed the scheduled rate of principal payments, and could exceed such scheduled rate by a substantial amount, and because losses may occur in respect of the Mortgage Loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of principal payments (including prepayments) on the Mortgage Loans will depend on the characteristics of the Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and no assurance can be given as to actual principal payment experience. Finally, the Assumed Final Distribution Dates were calculated assuming there would not be an early termination of the Trust Fund. See ‘‘YIELD AND MATURITY CONSIDERATIONS’’ and ‘‘DESCRIPTION OF THE MORTGAGE POOL’’ in this prospectus supplement and ‘‘YIELD CONSIDERATIONS’’ and ‘‘DESCRIPTION OF THE TRUST FUNDS’’ in the accompanying prospectus.

The ‘‘Rated Final Distribution Date’’ with respect to each Class of Offered Certificates is the Distribution Date in May 2043 the first Distribution Date that follows the second anniversary of the end of the amortization term for the Mortgage Loan that, as of the Cut-Off Date, has the longest remaining amortization term. The rating assigned by a Rating Agency to any Class of Offered Certificates entitled to receive distributions in respect of principal reflects an assessment of the likelihood that Certificateholders of such Class will receive, on or before the Rated Final Distribution Date, all principal distributions to which they are entitled. See ‘‘RATINGS’’ in this prospectus supplement.

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Voting Rights

At all times during the term of the Pooling and Servicing Agreement, 100% of the voting rights for the Certificates (the ‘‘Voting Rights’’) will be allocated among the respective Classes of Certificates as follows: (i) 4% in the case of the Class IO Certificates and (ii) in the case of any Class of Sequential Pay Certificates, a percentage equal to the product of 96% and a fraction, the numerator of which is equal to the aggregate Certificate Balance of such Class of Certificates (as adjusted by treating any Appraisal Reduction Amount as a Realized Loss solely for the purposes of adjusting Voting Rights) and the denominator of which is equal to the aggregate Certificate Balances of all Classes of Sequential Pay Certificates, determined as of the Distribution Date immediately preceding such time; provided, however, that the treatment of any Appraisal Reduction Amount as a Realized Loss shall not reduce the Certificate Balances of any Class for the purpose of determining the Controlling Class, the Controlling Class Representative or the Majority Subordinate Certificateholder. The holders of the Class R-I Certificates, Class R-II Certificates and Class Z Certificates will not be entitled to any Voting Rights. Voting Rights allocated to a Class of Certificates will be allocated among the related Certificateholders in proportion to the percentage interests in such Class evidenced by their respective Certificates. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-1A Certificates will be treated as one Class for determining the Controlling Class. In addition, if either the Master Servicer or the Special Servicer is the holder of any Sequential Pay Certificate, neither of the Master Servicer or Special Servicer, in its capacity as a Certificateholder, will have Voting Rights with respect to matters concerning compensation affecting the Master Servicer or the Special Servicer. See ‘‘DESCRIPTION OF THE CERTIFICATES—Voting Rights’’ in the accompanying prospectus.

Termination

The obligations created by the Pooling and Servicing Agreement will terminate following the earlier of (i) the final payment (or advance in respect thereof) or other liquidation of the last Mortgage Loan or REO Property, and (ii) the purchase of all of the Mortgage Loans and all of the REO Properties, if any, remaining in the Trust Fund by the Master Servicer, the Special Servicer or any single Certificateholder (so long as such Certificateholder is not an affiliate of the Depositor or a Mortgage Loan Seller) that is entitled to greater than 50% of the Voting Rights allocated to the Class of Sequential Pay Certificates with the lowest payment priority then outstanding (or if no Certificateholder is entitled to greater than 50% of the Voting Rights of such Class, the Certificateholder with the largest percentage of Voting Rights allocated to such Class) (the ‘‘Majority Subordinate Certificateholder’’) and distribution or provision for distribution thereof to the Certificateholders. Certain of the parties purchasing the assets of the Trust Fund mentioned above may be affiliates of the Depositor, the Sponsors, the Master Servicer, the Special Servicer or the Trustee. Written notice of termination of the Pooling and Servicing Agreement will be given to each Certificateholder, and the final distribution will be made only upon surrender and cancellation of the Certificates at the office of the Trustee or other registrar for the Certificates or at such other location as may be specified in such notice of termination.

Any such purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder of all the Mortgage Loans and all of the REO Properties, if any, remaining in the Trust Fund is required to be made at a price equal to (i) the aggregate Purchase Price of all the Mortgage Loans (other than REO Loans) then included in the Trust Fund, plus (ii) the fair market value of all REO Properties then included in the Trust Fund, as determined by an independent appraiser selected by the Master Servicer and approved by the Trustee (which may be less than the Purchase Price for the corresponding REO Loan), minus (iii) if the purchaser is the Master Servicer, the aggregate of amounts payable or reimbursable to the Master Servicer under the Pooling and Servicing Agreement. Such purchase will effect early retirement of the then outstanding Offered Certificates, but the right of the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to effect such purchase is subject to the requirement that the aggregate principal balance of the Mortgage Loans is less than 1% of the Cut-Off Date Pool Balance.

The purchase price paid in connection with the purchase of all Mortgage Loans and REO Properties remaining in the Trust Fund, exclusive of any portion thereof payable or reimbursable to any person other

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than the Certificateholders, will constitute part of the Available Distribution Amount for the final Distribution Date. The Available Distribution Amount for the final Distribution Date will be distributed by the Trustee generally as described under ‘‘—Distributions—Application of the Available Distribution Amount’’ in this prospectus supplement except that the distributions of principal on any Class of Sequential Pay Certificates described thereunder will be made, subject to available funds and the distribution priorities described thereunder, in an amount equal to the entire Certificate Balance of such Class of Certificates remaining outstanding.

An exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z Certificates and the REMIC Residual Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made: (i) if the then outstanding Certificates (other than the Class Z Certificates and the REMIC Residual Certificates) are held by a single Certificateholder, (ii) after the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates have been paid in full, and (iii) by giving written notice to each of the parties to the Pooling and Servicing Agreement no later than 30 days prior to the anticipated date of exchange. In the event that such Certificateholder elects to exchange its Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund, such Certificateholder must deposit in the Certificate Account, in immediately available funds, an amount equal to all amounts then due and owing to the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar, the REMIC Administrator and their respective agents under the Pooling and Servicing Agreement.

For purposes of the foregoing provisions relating to termination of the Trust Fund, with respect to the Prime Outlets Pool Loan, the term REO Property refers to the Trust Fund’s beneficial interest in the related REO Property under the 2006-C23 Pooling and Servicing Agreement.

The Trustee

Wells Fargo Bank, N.A. (‘‘Wells Fargo Bank’’) is acting as trustee (the ‘‘Trustee’’) pursuant to the Pooling and Servicing Agreement. See ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—The Trustee’’, ‘‘—Duties of the Trustee’’, ‘‘—Certain Matters Regarding the Trustee’’ and ‘‘—Resignation and Removal of the Trustee’’ in the accompanying prospectus. Any expenses incurred in removing the Trustee and/or appointing a successor trustee will be Additional Trust Fund Expenses; provided, however, in the event that the Trustee is removed pursuant to the terms of the Pooling and Servicing Agreement, or resigns or transfers its business, the Trustee shall bear all such expenses incurred by the Trust Fund in appointing a successor trustee. As compensation for its services, the Trustee will be entitled to receive monthly, from general funds on deposit in the Distribution Account, the Trustee Fee. The ‘‘Trustee Fee’’ for each Mortgage Loan and each REO Loan for any Distribution Date equals one month’s interest for the most recently ended calendar month (calculated on the basis of a 360-day year consisting of twelve 30-day months), 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). The Trustee Fee Rate is a per annum rate set forth in the Pooling and Servicing Agreement. In addition, the Trustee will be entitled to recover from the Trust Fund all reasonable unanticipated expenses and disbursements incurred or made by the Trustee in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including expenses incurred in the ordinary course of performing its duties as Trustee under the Pooling and Servicing Agreement, and not including any such expense, disbursement or advance as may arise from its willful misconduct, negligence or bad faith. The Trustee will not be entitled to any fee with respect to any Companion Loan. The Trustee also has certain duties with respect to REMIC Administration (in such capacity, the ‘‘REMIC Administrator’’). See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—Taxation of Owners of REMIC Residual Certificates’’ and ‘‘—Reporting and Other Administrative Matters’’ in the accompanying prospectus.

The Trustee and any director, officer, employee, affiliate, agent or ‘‘control’’ person within the meaning of the Securities Act of the Trustee will be entitled to be indemnified for and held harmless by

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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 the Pooling and Servicing Agreement, the Mortgage Loans or the Certificates or any act of the Master Servicer or the Special Servicer taken on behalf of the Trustee as provided for in the Pooling and Servicing Agreement; provided that such expense is an ‘‘unanticipated expense incurred by the REMIC’’ within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, further, that neither the Trustee, nor any of the other above specified persons will be entitled to indemnification pursuant to the Pooling and Servicing Agreement for (1) any liability specifically required to be borne thereby pursuant to the terms of the Pooling and Servicing Agreement, or (2) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee’s obligations and duties under the Pooling and Servicing Agreement, or by reason of its negligent disregard of such obligations and duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee, as applicable, made in the Pooling and Servicing Agreement.

Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company, a diversified financial services company with approximately $482 billion in assets, 23 million customers and 153,000 employees, as of December 31, 2005, Wells Fargo & Company is among the leading U.S. bank holding companies, providing banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. The Depositor, the Sponsors, the Master Servicer, the Special Servicer and the Mortgage Loan Sellers may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates. The Trustee has served as loan file custodian for various mortgage loans owned by the Sponsors, including for Mortgage Loans included in the Trust Fund. The terms of the custodial agreements are customary for the commercial mortgage-backed securities industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files. The terms of the Pooling and Servicing Agreement with respect to the custody of the Mortgage Loans supersede any such custodial agreement. Wells Fargo Bank’s principal corporate trust offices are located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 and its office for certificate transfer services is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113.

Under the terms of the Pooling and Servicing Agreement, the Trustee is also responsible for securities administration, which includes pool performance calculations, distribution calculations and the preparation of monthly distribution reports. In addition, the Trustee is responsible for the preparation of all REMIC tax returns on behalf of each REMIC included in the Trust Fund and the preparation of monthly distribution reports on Form 10-D, annual reports on Form 10-K and current reports on Form 8-K that are required to be filed with the SEC on behalf of the Trust Fund. As of March 31, 2006, the Trustee was providing securities administration services as trustee and/or paying agent on more than 336 series of commercial mortgage-backed securities with an aggregate principal balance of approximately $273 billion.

Wells Fargo Bank has provided corporate trust services since 1934. Wells Fargo Bank acts as a trustee for a variety of transactions and asset types, including corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations. As of March 31, 2006, Wells Fargo Bank was acting as trustee on more than 269 series of commercial mortgage-backed securities with an aggregate principal balance of approximately $242 billion.

The Trustee is also authorized to invest or direct the investment of funds held in the Distribution Account, the Interest Reserve Account, the Additional Interest Account and the Gain-on-Sale Reserve Account maintained by it that relate to the Mortgage Loans and REO Properties, as the case may be, in certain short-term United States government securities and certain other permitted investment grade obligations, and the Trustee will be entitled to retain any interest or other income earned on such funds held in those accounts maintained by it, but shall be required to cover any losses on investments of funds held in those accounts maintained by it, from its own funds without any right to reimbursement, except in certain limited circumstances described in the Pooling and Servicing Agreement.

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 YIELD AND MATURITY CONSIDERATIONS 

Yield Considerations

General.    The yield on any Offered Certificate will depend on, among other things, (a) the price at which such Certificate is purchased by an investor and (b) the rate, timing and amount of distributions on such Certificate. The rate, timing and amount of distributions on any Offered Certificate will in turn depend on, among other things, (i) the Pass-Through Rate for such Certificate, (ii) the rate and timing of principal payments (including principal prepayments) and other principal collections on the Mortgage Loans and the extent to which such amounts are to be applied in reduction of the Certificate Balance, (iii) the rate, timing and severity of Realized Losses and Additional Trust Fund Expenses and the extent to which such losses and expenses are allocable in reduction of the Certificate Balance, and (iv) the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which such shortfalls allocable are in reduction of the Distributable Certificate Interest payable on the related Class.

Rate and Timing of Principal Payment.    The yield to holders of any Offered Certificates purchased at a discount or premium will be affected by the rate and timing of principal payments made in reduction of the Certificate Balance of any Class of Sequential Pay Certificates. As described in this prospectus supplement, the Loan Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been retired, any remaining Loan Group 2 Principal Distribution Amount) for each Distribution Date will generally be distributable first to reduce the Certificate Balance of the Class A-PB1 Certificates to the Class A-PB1 Planned Principal Balance, then, to reduce the Certificate Balance of the Class A-PB2 Certificates to the Class A-PB2 Planned Principal Balance, then, to the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-2 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-3 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-PB1 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-PB2 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-4 Certificates until the Certificate Balance thereof is reduced to zero, and then, to the Class A-5 Certificates until the Certificate Balance thereof is reduced to zero. The Loan Group 2 Principal Distribution Amount (and, after the Class A-5 Certificates have been retired, any remaining Loan Group 1 Principal Distribution Amount) for each Distribution Date will generally be distributable first to the Class A-1A Certificates. After those distributions, the remaining Principal Distribution Amount with respect to the Mortgage Pool will generally be distributable entirely in respect of the Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, and then the Non-Offered Certificates (other than the Class IO Certificates and Class Z Certificates), in that order, in each case until the Certificate Balance of such Class of Certificates is reduced to zero. Consequently, the rate and timing of principal payments that are distributed or otherwise result in reduction of the Certificate Balance of any Class of Offered Certificates, will be directly related to the rate and timing of principal payments on or in respect of the Mortgage Loans, which will in turn be affected by the amortization schedules thereof, the dates on which Balloon Payments are due, any extension of maturity dates by the Master Servicer, the 2006-C23 Master Servicer or the 2006-C23 Special Servicer and the rate and timing of principal prepayments and other unscheduled collections thereon (including for this purpose, collections made in connection with liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of Mortgage Loans out of the Trust Fund). Furthermore, because the amount of principal that will be distributed to the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-1A Certificates will generally be based upon the particular Loan Group that the related Mortgage Loan is deemed to be in, the yield on the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates and Class A-5 Certificates will be particularly sensitive to prepayments on Mortgage Loans in Loan Group 1 and the yield on the Class A-1A Certificates will be particularly sensitive to prepayments on Mortgage Loans in Loan Group 2. With respect to the Class A-PB1 Certificates and the Class A-PB2 Certificates, the extent to which the planned principal balances are achieved and the sensitivity of the Class A-PB1 Certificates and the Class A-PB2 Certificates to principal prepayments on the Mortgage Loans will depend in part on the period of time during which the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates

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and Class A-1A Certificates (and with respect to the Class A-PB2 Certificates only, the Class A-PB1 Certificates) remain outstanding. In particular, once such Classes of Certificates are no longer outstanding, any remaining portion on any Distribution Date of the Loan Group 1 Principal Distribution Amount and/or Loan Group 2 Principal Distribution Amount, as applicable, will generally be distributed first, on the Class A-PB1 Certificates and then on the Class A-PB2 Certificates until the Certificate Balances of the Class A-PB1 Certificates and the Class A-PB2 Certificates, respectively, are reduced to zero. Accordingly, the Class A-PB1 Certificates and the Class A-PB2 Certificates will become more sensitive to the rate of prepayments on the Mortgage Loans than they were when the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-1A Certificates were outstanding. In addition, although the borrowers under ARD Loans may have certain incentives to repay ARD Loans on their Anticipated Repayment Dates, there can be no assurance that the related borrowers will be able to repay the ARD Loans on their Anticipated Repayment Date. The failure of a borrower to repay the ARD Loans on their Anticipated Repayment Dates will not be an event of default under the terms of the ARD Loans, and pursuant to the terms of the Pooling and Servicing Agreement, neither the Master Servicer nor the Special Servicer will be permitted to take any enforcement action with respect to a borrower’s failure to pay Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the scheduled maturity of the ARD Loans; provided that the Master Servicer or the 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 related Mortgage Loan documents.

In addition, if the Master Servicer or the Trustee, as applicable, reimburses itself out of general collections on the Mortgage Pool for any Advance that it or the Special Servicer has determined is not recoverable out of collections on the related Mortgage Loan, then that Advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted, to be reimbursed first out of the Principal Distribution Amount otherwise distributable on the Certificates (prior to being deemed reimbursed out of payments and other collections of interest on the underlying Mortgage Loans otherwise distributable on the Certificates), thereby reducing the Principal Distribution Amount of the Offered Certificates. Any such reduction in the amount distributed as principal of the Certificates may adversely affect the weighted average lives and yields to maturity of one or more Classes of Certificates and, after a Final Recovery Determination has been made, will create Realized Losses.

Prepayments and, assuming the respective stated maturity dates therefor have not occurred, liquidations and purchases of the Mortgage Loans, will result in distributions on the Certificates of amounts that would otherwise be distributed over the remaining terms of the Mortgage Loans. Defaults on the Mortgage Loans, particularly at or near their stated maturity dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Offered Certificates that are Sequential Pay Certificates) while work-outs are negotiated or foreclosures are completed. See ‘‘SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments’’ in this prospectus supplement and ‘‘DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Realization Upon Defaulted Mortgage Loans’’ and ‘‘CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Foreclosure’’ in the accompanying prospectus.

The extent to which the yield to maturity of any Class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which such Certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans (and which of the Loan Groups such Mortgage Loan is deemed to be in) with respect to the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-1A Certificates in turn are distributed or otherwise result in reduction of the Certificate Balance of such Certificates. An investor should consider, in the case of any Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on the Mortgage Loans is distributed to or otherwise results in reduction of the principal balance of an Offered Certificate

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purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments on the Mortgage Loans and in particular in the case of the Class A-1A Certificates, on the Mortgage Loans in Loan Group 2 occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of such principal payments. Because the rate of principal payments on the Mortgage Loans will depend on future events and a variety of factors (as described more fully below), no assurance can be given as to such rate or the rate of principal prepayments in particular. The Depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the Mortgage Loans.

Losses and Shortfalls.    The yield to holders of the Offered Certificates will also depend on the extent to which such holders are required to bear the effects of any losses or shortfalls on the Mortgage Loans. Losses and other shortfalls on the Mortgage Loans will, with the exception of any Net Aggregate Prepayment Interest Shortfalls, generally be borne by the holders of the respective Classes of Sequential Pay Certificates (other than the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-1A Certificates which share such losses and shortfalls pro rata) to the extent of amounts otherwise distributable in respect of such Certificates, in reverse order of payment priority. Realized Losses and Additional Trust Fund Expenses will be allocated, as and to the extent described in this prospectus supplement, to the holders of the respective Classes of Sequential Pay Certificates (other than the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-1A Certificates) (in reduction of the Certificate Balance of each such Class), in reverse payment priorities. In the event of a reduction of the Certificate Balances of all such Classes of Certificates, such losses and shortfalls will then be borne, pro rata, by the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-1A Certificates (and the Class IO Certificates with respect to shortfalls of interest). As more fully described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions—Distributable Certificate Interest’’ in this prospectus supplement, Net Aggregate Prepayment Interest Shortfalls will generally be borne by the respective Classes of REMIC Regular Certificates (other than the Class IO Certificates) on a pro rata basis.

Pass-Through Rate.    The yield on the Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates could be adversely affected if Mortgage Loans with higher interest rates pay faster than Mortgage Loans with lower interest rates since these Classes bear interest at a rate limited by, based upon, or equal to, the Weighted Average Net Mortgage Rate of the Mortgage Loans.

Certain Relevant Factors.    The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the Mortgage Loans (for example, due-on-sale clauses, Lockout Periods, provisions requiring the payment of Prepayment Premiums, Yield Maintenance Charges and amortization terms that require Balloon Payments), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental units, hotel/motel guest rooms, health care facility beds, mobile home park pads or comparable commercial space, as applicable, in such areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See ‘‘RISK FACTORS—The Offered Certificates—Prepayments Will Affect Your Yield’’ and ‘‘DESCRIPTION OF THE MORTGAGE POOL’’ in this prospectus supplement and ‘‘YIELD CONSIDERATIONS—Prepayment Considerations’’ in the accompanying prospectus.

The rate of prepayment on the Mortgage Pool is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage interest rate, the related borrower may have an incentive to refinance its

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mortgage loan. As of the Cut-Off Date, all of the Mortgage Loans (except 9 Mortgage Loans, representing 7.5% of the Cut-Off Date Pool Balance, which may be prepaid with a Yield Maintenance Charge as of the Closing Date) may be prepaid at any time after the expiration of any applicable Lockout Period, subject, in some cases, to the payment of a Prepayment Premium or a Yield Maintenance Charge. A requirement that a prepayment be accompanied by a Prepayment Premium or Yield Maintenance Charge may not provide a sufficient economic disincentive to deter a borrower from refinancing at a more favorable interest rate.

With respect to 1 Mortgage Loan (loan number 96), representing 0.2% of the Cut-Off Date Pool Balance (0.2% of the Cut-Off Date Group 1 Balance), an upfront escrow in the amount of $715,000 may be used to pay down the principal balance of the Mortgage Loan in the event that the related Mortgaged Property has not met certain occupancy and financial thresholds within 12 months of the origination date (in which event, the amortization schedule will be recast based on the principal balance of the Mortgage Loan following such prepayment and the monthly debt service payments on the Mortgage Loan will be adjusted). Although the Pooling and Servicing Agreement generally directs the Master Servicer to hold unused escrows as additional collateral for the related Mortgage Loan, the Pooling and Servicing Agreement will not prohibit the Master Servicer from applying this escrow to pay down the principal balance of the Mortgage Loan.

With respect to 1 Mortgage Loan (loan number 122), representing 0.1% of the Cut-Off Date Pool Balance (1.0% of the Cut-Off Date Group 2 Balance), if the borrower fails to achieve a debt service coverage ratio of at least 1.20x by June 1, 2008, the lender is required to use all or a portion of certain escrowed funds in an amount sufficient to pay down the principal balance of the Mortgage Loan, together with a 6.5% Prepayment Premium, so as to achieve a debt service coverage ratio of 1.20x. The borrower is obligated to deliver additional funds to the lender to the extent of any deficiency in the escrowed funds.

See "—Weighted Average Life" in this prospectus supplement.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell or refinance Mortgaged Properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits.

The Depositor makes no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of such factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to whether a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans.

Delay in Payment of Distributions.    Because monthly distributions will not be made to Certificateholders until a date that is scheduled to be up to 15 days following the Due Dates for the Mortgage Loans during the related Collection Period, the effective yield to the holders of the Offered Certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming such prices did not account for such delay).

Unpaid Distributable Certificate Interest.    As described under ‘‘DESCRIPTION OF THE CERTIFICATES—Distributions—Application of the Available Distribution Amount’’ in this prospectus supplement, if the portion of the Available Distribution Amount distributable in respect of interest on any Class of Offered Certificates on any Distribution Date is less than the Distributable Certificate Interest then payable for such Class of Certificates, the shortfall will be distributable to holders of such Class of Certificates, on subsequent Distribution Dates, to the extent of available funds. Any such shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of such Class of Certificates for so long as it is outstanding.

Optional Termination.    Any optional termination of the Trust Fund would have an effect similar to a prepayment in full of the Mortgage Loans (without, however, the payment of any Prepayment Premiums or Yield Maintenance Charges) and, as a result, investors in any Certificates purchased at a premium might not fully recoup their initial investment. See ‘‘DESCRIPTION OF THE CERTIFICATES—Termination’’ in this prospectus supplement.

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Weighted Average Life

The weighted average life of any Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates refers to the average amount of time that will elapse from the assumed Closing Date until each dollar allocable to principal of such Certificate is distributed to the investor. The weighted average life of any such Offered Certificate will be influenced by, among other things, the rate at which principal on the Mortgage Loans is paid or otherwise collected or advanced and applied to pay principal of such Offered Certificate, which may be in the form of scheduled amortization, voluntary prepayments, insurance and condemnation proceeds and liquidation proceeds. As described in this prospectus supplement, the Loan Group 1 Principal Distribution Amount (and, after the Class A-1A Certificates have been retired, any remaining Loan Group 2 Principal Distribution Amount) for each Distribution Date will generally be distributable first, to reduce the Certificate Balance of the Class A-PB1 Certificates to the Class A-PB1 Planned Principal Balance, then, to reduce the Certificate Balance of the Class A-PB2 Certificates to the Class A-PB2 Planned Principal Balance, then, to the Class A-1 Certificates, until the Certificate Balance thereof is reduced to zero, then, to the Class A-2 Certificates, until the Certificate Balance thereof is reduced to zero, then, to the Class A-3 Certificates, until the Certificate Balance thereof is reduced to zero, then, to the Class A-PB1 Certificates, until the Certificate Balance thereof is reduced to zero, then, to the Class A-PB2 Certificates, until the Certificate Balance thereof is reduced to zero, then, to the Class A-4 Certificates, until the Certificate Balance thereof is reduced to zero, and then, to the Class A-5 Certificates, until the Certificate Balance thereof is reduced to zero. The Loan Group 2 Principal Distribution Amount (and, after the Class A-5 Certificates have been retired, any remaining Loan Group 1 Principal Distribution Amount) for each Distribution Date will generally be distributable first to the Class A-1A Certificates. After those distributions, the remaining Principal Distribution Amount with respect to the Mortgage Pool will generally be distributable entirely in respect of 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 in that order, in each case until the Certificate Balance of such Class of Certificates, is reduced to zero.

The tables below indicate the percentage of the initial Certificate Balance of each Class of Offered Certificates that would be outstanding after each of the dates shown and the corresponding weighted average life of each such Class of Offered Certificates. To the extent that the Mortgage Loans or the Certificates have characteristics that differ from those assumed in preparing the tables, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-PB1 Certificates, Class A-PB2 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates may mature earlier or later than indicated by the tables. With respect to each of the Class A-PB1 Certificates and the Class A-PB2 Certificates, although based on the Table Assumptions (as defined below), the Certificate Balance of the Class A-PB1 Certificates and the Class A-PB2 Certificates on each Distribution Date would be reduced to the Class A-PB1 Planned Principal Balance and the Class A-PB2 Planned Principal Balance, respectively, for such Distribution Date, there is no assurance that the Mortgage Loans will perform in conformity with the Table Assumptions. Therefore, there can be no assurance that the Certificate Balance of the Class A-PB1 Certificates or the Class A-PB2 Certificates on any Distribution Date will be equal to the balance that is specified for such Distribution Date in the table. In particular, once the Certificate Balances of the Class A-1A Certificates, Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates have been reduced to zero, any remaining portion on any Distribution Date of the Loan Group 1 Principal Distribution Amount and/or Loan Group 2 Principal Distribution Amount, as applicable, will be distributed first, on the Class A-PB1 Certificates until the Certificate Balance of Class A-PB1 Certificates are reduced to zero and then on the Class A-PB2 Certificates until the Certificate Balance of the Class A-PB2 Certificates are reduced to zero. Accordingly, the Mortgage Loans will not prepay at any constant rate nor will the Mortgage Loans prepay at the same rate, and it is highly unlikely that the Mortgage Loans will prepay in a manner consistent with the assumptions described above. In addition, variations in the actual prepayment experience and in the

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balance of the Mortgage Loans that actually prepay may increase or decrease the percentages of initial Certificate Balances (and shorten or extend the weighted average lives) shown in the following tables. Investors are urged to conduct their own analyses of the rates at which the Mortgage Loans may be expected to prepay.

Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this prospectus supplement is the ‘‘Constant Prepayment Rate’’ or ‘‘CPR’’ model. The CPR model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then scheduled principal balance of the pool of mortgage loans. As used in the tables set forth below, the column headed ‘‘0% CPR’’ assumes that none of the Mortgage Loans is prepaid in whole or in part before maturity or the Anticipated Repayment Date, as the case may be. The columns headed ‘‘25% CPR’’, ‘‘50% CPR’’, ‘‘75% CPR’’ and ‘‘100% CPR’’, respectively, assume that prepayments are made each month at those levels of CPR on the Mortgage Loans that are eligible for prepayment under the Table Assumptions set forth in the next paragraph (each such scenario, a ‘‘Scenario’’). There is no assurance, however, that prepayments on the Mortgage Loans will conform to any level of CPR, and no representation is made that the Mortgage Loans will prepay at the levels of CPR shown or at any other prepayment rate.

The tables below were derived from calculations based on the following assumptions (the ‘‘Table Assumptions’’): (i) no Mortgage Loan prepays during any applicable Lockout Period or any period during which Defeasance Collateral is permitted or required to be pledged or any period during which a yield maintenance charge is required (otherwise, in the case of each table, each Mortgage Loan is assumed to prepay at the indicated level of CPR, with each prepayment being applied on the first day of the applicable month in which it is assumed to be received), (ii) the Pass-Through Rates and initial Certificate Balances of the respective Classes of Sequential Pay Certificates are as described in this prospectus supplement, (iii) there are no delinquencies or defaults with respect to, and no modifications, waivers or amendments of the terms of, the Mortgage Loans, (iv) there are no Realized Losses, Additional Trust Fund Expenses or Appraisal Reduction Amounts with respect to the Mortgage Loans or the Trust Fund, (v) scheduled interest and principal payments on the Mortgage Loans are timely received, (vi) ARD Loans pay in full on their Anticipated Repayment Dates, (vii) all Mortgage Loans have Due Dates on the first day of each month and accrue interest on the respective basis described in this prospectus supplement (i.e., a 30/360 basis or an Actual/360 basis), (viii) all prepayments are accompanied by a full month’s interest and there are no Prepayment Interest Shortfalls, (ix) there are no breaches of the Mortgage Loan Sellers’ representations and warranties regarding its Mortgage Loans, (x) all applicable Prepayment Premiums and Yield Maintenance Charges are collected, (xi) no party entitled thereto exercises its right of optional termination of the Trust Fund and no party entitled thereto will exercise its option to purchase any Mortgage Loan from the Trust Fund described in this prospectus supplement, (xii) the borrowers under any Mortgage Loans which permit the borrower to choose between defeasance or a yield maintenance charge choose to be subject to a yield maintenance charge, (xiii) distributions on the Certificates are made on the 15th day (each assumed to be a business day) of each month, commencing in June 2006, (xiv) the Closing Date for the sale of the Offered Certificates is May 31, 2006, (xv) generally with respect to Mortgage Loans that permit the lender to apply certain reserves and holdbacks to prepay the Mortgage Loan if certain performance thresholds are not met, the analysis assumes that such amounts are held as additional collateral and not used to prepay the Mortgage Loan, (xvi) with respect to 1 Mortgage Loan (loan number 96), representing 0.2% of the Cut-Off Date Pool Balance (0.2% of the Cut-Off Date Group 1 Balance), the analysis assumes that amounts held in reserve accounts are presumed not to be applied to pay down the outstanding principal balance of the related Mortgage Loan, and (xvii) with respect to 1 Mortgage Loan (loan number 122), representing 0.1% of the Cut-Off Date Pool Balance (1.0% of the Cut-Off Date Group 2 Balance), the analysis assumes that the Mortgaged Property will satisfy certain performance measures set forth in the Mortgage Loan documents and certain amounts held in reserve accounts are presumed not to be applied to pay down the outstanding principal balance of the related Mortgage Loan. See "RISK FACTORS—Prepayments Will Affect Your Yield" in this prospectus supplement.

The tables set forth below indicate the resulting weighted average lives of each Class of Offered Certificates and set forth the percentages of the initial Certificate Balance of such Class of Offered

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Certificates that would be outstanding after each of the dates shown in each case assuming the indicated level of CPR. For purposes of the following tables, the weighted average life of an Offered Certificate is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the assumed Closing Date of such Certificate to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the principal balance of such Certificate.

Percentages of the Closing Date Certificate Balance of the Class A-1 Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					93				93				93				93				93
05/15/08					81				81				81				81				81
05/15/09					64				63				61				59				22
05/15/10					41				28				16				2				0
05/15/11					0				0				0				0				0
Weighted Average Life (in years)					3.16				3.07				2.98				2.88				2.67

Percentages of the Closing Date Certificate Balance of the Class A-2 Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				79
05/15/11					2				2				2				2				2
05/15/12					0				0				0				0				0
Weighted Average Life (in years)					4.79				4.70				4.62				4.55				4.38

Percentages of the Closing Date Certificate Balance of the Class A-3 Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					18				18				18				18				18
05/15/13					0				0				0				0				0
Weighted Average Life (in years)					5.97				5.95				5.93				5.89				5.67

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Percentages of the Closing Date Certificate Balance of the Class A-PB1 Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					48				48				48				48				49
05/15/13					0				0				0				0				0
Weighted Average Life (in years)					5.97				5.97				5.97				5.97				5.98

Percentages of the Closing Date Certificate Balance of the Class A-PB2 Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					93				92				91				90				76
05/15/14					52				31				10				0				0
05/15/15					8				0				0				0				0
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					8.03				7.69				7.49				7.33				7.01

Percentages of the Closing Date Certificate Balance of the Class A-4 Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				99				97
05/15/15					100				97				94				93				89
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.64				9.57				9.51				9.46				9.29

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Percentages of the Closing Date Certificate Balance of the Class A-5 Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				100				100
05/15/15					100				100				100				100				100
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.88				9.87				9.85				9.80				9.58

Percentages of the Closing Date Certificate Balance of the Class A-1A Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					99				99				99				98				86
05/15/10					99				95				92				88				85
05/15/11					83				83				83				83				83
05/15/12					82				82				82				82				80
05/15/13					78				78				78				78				78
05/15/14					77				77				77				77				77
05/15/15					76				76				76				76				76
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					8.75				8.68				8.61				8.54				8.28

Percentages of the Closing Date Certificate Balance of the Class A-M Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				100				100
05/15/15					100				100				100				100				100
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.91				9.89				9.88				9.88				9.69

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Percentages of the Closing Date Certificate Balance of the Class A-J Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				100				100
05/15/15					100				100				100				100				100
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.96				9.96				9.95				9.91				9.75

Percentages of the Closing Date Certificate Balance of the Class B Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				100				100
05/15/15					100				100				100				100				100
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.96				9.96				9.96				9.96				9.79

Percentages of the Closing Date Certificate Balance of the Class C Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				100				100
05/15/15					100				100				100				100				100
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.96				9.96				9.96				9.96				9.79

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Percentages of the Closing Date Certificate Balance of the Class D Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				100				100
05/15/15					100				100				100				100				100
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.96				9.96				9.96				9.96				9.79

Percentages of the Closing Date Certificate Balance of the Class E Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				100				100
05/15/15					100				100				100				100				100
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.96				9.96				9.96				9.96				9.79

Percentages of the Closing Date Certificate Balance of the Class F Certificates

				0% CPR During Lockout, Defeasance and Yield Maintenance Otherwise at Indicated CPR
Distribution Date				0% CPR				25% CPR				50% CPR				75% CPR				100% CPR
Initial Date					100				100				100				100				100
05/15/07					100				100				100				100				100
05/15/08					100				100				100				100				100
05/15/09					100				100				100				100				100
05/15/10					100				100				100				100				100
05/15/11					100				100				100				100				100
05/15/12					100				100				100				100				100
05/15/13					100				100				100				100				100
05/15/14					100				100				100				100				100
05/15/15					100				100				100				100				100
05/15/16					0				0				0				0				0
Weighted Average Life (in years)					9.96				9.96				9.96				9.96				9.79

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Effect of Loan Groups

Generally, the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4 and Class A-5 Certificates will only be entitled to receive distributions of principal collected or advanced with respect to the Mortgage Loans in Loan Group 1 until the Certificate Principal Balance of the Class A-1A Certificates has been reduced to zero, and the Class A-1A Certificates will only be entitled to receive distributions of principal collected or advanced in respect of the Mortgage Loans in Loan Group 2 until the Certificate Principal Balance of the Class A-5 Certificates has been reduced to zero. Accordingly, holders of the Class A-1A Certificates will be greatly affected by the rate and timing of payments and other collections of principal on the Mortgage Loans in Loan Group 2 and, in the absence of losses, should be largely unaffected by the rate and timing of payments and other collections of principal on the Mortgage Loans in Loan Group 1. Investors should take this into account when reviewing this ‘‘YIELD AND MATURITY CONSIDERATIONS’’ section.

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 MATERIAL FEDERAL INCOME TAX CONSEQUENCES 

General

The following summary of the anticipated material federal income tax consequences of the purchase, ownership and disposition of Offered Certificates is based on the advice of Cadwalader, Wickersham & Taft LLP, counsel to the Depositor. This summary is based on laws, regulations, including the REMIC regulations promulgated by the Treasury Department (the ‘‘REMIC Regulations’’), rulings and decisions now in effect or (with respect to the regulations) proposed, all of which are subject to change either prospectively or retroactively. This summary does not address the federal income tax consequences of an investment in Offered Certificates applicable to all categories of investors, some of which (for example, banks and insurance companies) may be subject to special rules. Prospective investors should consult their tax advisors regarding the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of Offered Certificates.

For federal income tax purposes, two separate REMIC elections (‘‘REMIC I’’ and ‘‘REMIC II’’) will be made with respect to segregated asset pools that make up the Trust Fund, other than any Additional Interest on the ARD Loans. Upon the issuance of the Offered Certificates, Cadwalader, Wickersham & Taft LLP will deliver its opinion generally to the effect that, assuming (1) the making of appropriate elections, (2) compliance with all provisions of the Pooling and Servicing Agreement, (3) compliance with the 2006-C23 Pooling and Servicing Agreement and other related documents and any amendments thereto and the continued qualification of the REMICs formed thereunder, and (4) compliance with applicable changes in the Code, for federal income tax purposes, each such REMIC will qualify as a REMIC under the Code. For federal income tax purposes, the REMIC Regular Certificates will represent ownership of the ‘‘regular interests’’ in one of such REMICs and generally will be treated as newly originated debt instruments of such REMIC. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—REMICs’’ in the accompanying prospectus. The portion of the Trust Fund consisting of Additional Interest and the Additional Interest Account will be treated as a grantor trust for federal income tax purposes, and the Class Z Certificates will represent undivided beneficial interests in the grantor trust. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—REMICs’’ and ‘‘—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made’’ in the accompanying prospectus.

Taxation of the Offered Certificates

Based on expected issue prices, it is anticipated that the Class A-1, Class A-2, Class A-3, Class A-PB1, Class A-PB2, Class A-4, Class A-5, Class A-1A and Class A-M Certificates will be treated as having been issued at a premium, and that the Class A-J, Class B, Class C, Class D, Class E and Class F Certificates will be treated as having been issued with a de minimis amount of original issue discount for federal income tax reporting purposes.

Whether any holder of a Class of Offered Certificates will be treated as holding a Certificate with amortizable bond premium will depend on such Certificateholder’s purchase price and the distributions remaining to be made on such Certificate at the time of its acquisition by such Certificateholder. Holders of each such Class of Certificates should consult their own tax advisors regarding the possibility of making an election to amortize such premium. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—Taxation of Owners of REMIC Regular Certificates—Premium’’ in the accompanying prospectus.

The prepayment assumption that will be used in determining the rate of accrual of original issue discount, if any, or amortization of amortizable bond premium for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the Mortgage Loans will pay at a rate equal to a CPR of 0%, except that it is assumed that the ARD Loans will pay their respective outstanding principal balances on their related Anticipated Repayment Dates. No representation is made that the Mortgage Loans will pay at that rate or at any other rate. See ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—REMICs’’ and ‘‘—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount’’ in the accompanying prospectus.

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The Internal Revenue Service (the ‘‘IRS’’) has issued regulations (the ‘‘OID Regulations’’) under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Purchasers of the Offered Certificates should be aware that the OID Regulations and Section 1272(a)(6) of the Code do not adequately address certain issues relevant to, or are not applicable to, securities such as the Offered Certificates. The OID Regulations in some circumstances permit the holder of a debt instrument to recognize original issue discount under a method that differs from that used by the issuer. Accordingly, it is possible that the holder of an Offered Certificate treated as issued with original issue discount may be able to select a method for recognizing original issue discount that differs from that used by the Trustee in preparing reports to the Certificateholders and the IRS. Prospective purchasers of Offered Certificates are advised to consult their tax advisors concerning the tax treatment of such Certificates.

The Offered Certificates will be treated as ‘‘real estate assets’’ within the meaning of Section 856(c)(5)(B) of the Code for a ‘‘real estate investment trust’’ (‘‘REIT’’). In addition, interest (including original issue discount) on the Offered Certificates will be interest described in Section 856(c)(3)(B) of the Code for a REIT. However, the Offered Certificates will generally only be considered assets described in Section 7701(a)(19)(C) of the Code for a domestic building and loan association to the extent that the Mortgage Loans are secured by multifamily properties (approximately 13.3% of the Cut-Off Date Pool Balance) and, accordingly, investment in the Offered Certificates may not be suitable for certain thrift institutions. Holders of the Offered Certificates should consult their own tax advisors as to whether the foregoing percentage or some other percentage applies to their Certificates. The Offered Certificates will not qualify under the foregoing sections to the extent of any Mortgage Loan that has been defeased with U.S. government obligations.

A portion of the Prepayment Premiums and Yield Maintenance Charges actually collected will be distributed to the holders of the Offered Certificates as described in this prospectus supplement. It is not entirely clear under the Code when the amount of a Yield Maintenance Charge or Prepayment Premium should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that Yield Maintenance Charges or Prepayment Premiums will be treated as giving rise to any income to the holders of the Offered Certificates prior to the Master Servicer’s actual receipt of a Yield Maintenance Charge or Prepayment Premium, as the case may be. It is not entirely clear whether Yield Maintenance Charges or Prepayment Premiums give rise to ordinary income or capital gains and Certificateholders should consult their own tax advisors concerning this character issue and the treatment of Yield Maintenance Charges and Prepayment Premiums in general.

Reporting and Other Administrative Matters

For further information regarding the federal income tax reporting requirements and other administrative matters, see ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—Reporting and Other Administrative Matters’’ and ‘‘—Backup Withholding with Respect to REMIC Certificates’’ in the accompanying prospectus.

For further information regarding the federal income tax consequences of investing in the Offered Certificates, see ‘‘MATERIAL FEDERAL INCOME TAX CONSEQUENCES—Federal Income Tax Consequences for REMIC Certificates—REMICs’’ in the accompanying prospectus.

USE OF PROCEEDS

Substantially all of the proceeds from the sale of the Offered Certificates will be used by the Depositor to purchase the Mortgage Loans and to pay certain expenses in connection with the issuance of the Certificates.

 ERISA CONSIDERATIONS 

The following description is general in nature, is not intended to be all-inclusive, is based on the law and practice in force at the date of this document and is subject to any subsequent changes therein. In view of the individual nature of the Employee Retirement Income Security Act of 1974, as amended

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(‘‘ERISA’’), and Code consequences, each potential investor that is a Plan (as described below) is advised to consult its own legal advisor with respect to the specific ERISA and Code consequences of investing in the Offered Certificates and to make its own independent decision. The following is merely a summary and should not be construed as legal advice.

A fiduciary of any employee benefit plan or other retirement plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds, separate accounts and general accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (a ‘‘Plan’’) should carefully review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted either under ERISA or Section 4975 of the Code or whether there exists any statutory or administrative exemption applicable thereto. Other employee benefit plans, including governmental plans (as defined in Section 3(32) of ERISA) and church plans (as defined in Section 3(33) of ERISA and provided no election has been made under Section 410(d) of the Code), while not subject to the foregoing provisions of ERISA or the Code, may be subject to materially similar provisions of applicable federal, state or local law (‘‘Similar Law’’).

The US Department of Labor has issued individual exemptions to each of the Underwriters (other than BB&T Capital Markets, a division of Scott & Stringfellow, Inc. ("BB&T Capital Markets")) (Prohibited Transaction Exemption (‘‘PTE’’) 96-22 (April 3, 1996) to Wachovia Corporation, and its subsidiaries and its affiliates, which include Wachovia Capital Markets, LLC (‘‘Wachovia Securities’’), PTE 89-90 (October 17, 1989) to Credit Suisse Securities (USA) LLC (‘‘Credit Suisse’’) and PTE 93-32 (May 14, 1993) to Nomura Securities International, Inc. (‘‘Nomura Securities’’) (each, an ‘‘Exemption’’ and collectively, the ‘‘Exemptions’’)), each of which generally exempts from the application of the prohibited transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, the purchase, sale and holding of mortgage pass-through certificates underwritten by an Underwriter, as hereinafter defined, provided that certain conditions set forth in the Exemptions are satisfied. For purposes of this discussion, the term ‘‘Underwriter’’ shall include (a) Wachovia Securities, (b) BB&T Capital Markets, (c) Credit Suisse, (d) Nomura Securities, (e) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wachovia Securities, BB&T Capital Markets, Credit Suisse or Nomura Securities and (f) any member of the underwriting syndicate or selling group of which Wachovia Securities, BB&T Capital Markets, Credit Suisse and Nomura Securities or a person described in (e) is a manager or co-manager with respect to the Offered Certificates.

The obligations covered by the Exemptions include mortgage loans such as the Mortgage Loans. The Exemptions would apply to the acquisition, holding and resale of the Offered Certificates by a Plan only if specific conditions (certain of which are described below) are met. The Exemptions would not apply directly to governmental plans, certain church plans and other employee benefit plans that are not subject to the prohibited transaction provisions of ERISA or the Code but that may be subject to Similar Law.

The Exemptions set forth five general conditions that, among others, must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates by a Plan to be eligible for exemptive relief thereunder. First, the acquisition of the Offered Certificates by a Plan must be on terms, including the price paid for the Certificates, that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (‘‘S&P’’), Moody’s Investors Service, Inc. (‘‘Moody’s’’) or Fitch, Inc. (‘‘Fitch’’) or any successor thereto (each, an ‘‘NRSRO’’). Third, the Trustee cannot be an affiliate of any other member of the Restricted Group, other than an Underwriter. The ‘‘Restricted Group’’ consists of each of the Underwriters, the Depositor, the Master Servicer, the Special Servicer, the Trustee, any sub-servicer and any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Mortgage Loans as of the date of initial issuance of the Offered Certificates, and any of their affiliates. Fourth, the sum of all payments made to and retained by any Underwriter in connection with the distribution or placement of the Offered Certificates must represent not more than reasonable compensation for underwriting such Certificates; the sum of all payments made to and retained by the Depositor pursuant to the assignment

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of the Mortgage Loans to the Trust Fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the Master Servicer, the Special Servicer or any sub-servicer must represent not more than reasonable compensation for such person’s services under the Pooling and Servicing Agreement and reimbursement of such person’s reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act.

A fiduciary of a Plan contemplating purchasing any Class of the Offered Certificates must make its own determination that, at the time of such purchase, such Certificates satisfy the general conditions set forth above.

The Exemptions also require that the Trust Fund meet the following requirements: (i) the Trust Fund must consist solely of assets of the type that have been included in other investment pools; (ii) certificates in such other investment pools must have been rated in one of the four highest generic rating categories by S&P, Moody’s or Fitch for at least one year prior to the Plan’s acquisition of the Offered Certificates; and (iii) certificates in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of the Offered Certificates.

If the general conditions of the Exemptions are satisfied, the Exemptions may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (i) the direct or indirect sale, exchange or transfer of the Offered Certificates in the initial issuance of Certificates between the Depositor or an Underwriter and a Plan when the Depositor, an Underwriter, the Trustee, the Master Servicer, the Special Servicer, a sub-servicer or an obligor with respect to Mortgage Loans is a ‘‘Party in Interest,’’ as defined in the accompanying prospectus, with respect to the investing Plan, (ii) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (iii) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of the Offered Certificate on behalf of an ‘‘Excluded Plan’’ by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For purposes hereof, an ‘‘Excluded Plan’’ is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemptions are also satisfied, each such Exemption may provide relief from the restrictions imposed by reason of Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Code to an obligor with respect to Mortgage Loans acting as a fiduciary with respect to the investment of a Plan’s assets in the Offered Certificates (or such obligor’s affiliate) only if, among other requirements (i) such obligor is an obligor with respect to 5% or less of the fair market value of the obligations or receivables contained in the Trust Fund, (ii) the investing Plan is not an Excluded Plan, (iii) a Plan’s investment in each Class of the Offered Certificates does not exceed 25% of all of the Certificates of that Class outstanding at the time of the acquisition, (iv) immediately after the acquisition, no more than 25% of the assets of the Plan are invested in certificates representing an interest in trusts (including the Trust Fund) containing assets sold or serviced by the Depositor or the Master Servicer and (v) in the case of the acquisition of the Offered Certificates in connection with their initial issuance, at least 50% of each Class of Offered Certificates in which Plans have invested and at least 50% of the aggregate interest in the Trust Fund is acquired by persons independent of the Restricted Group.

The Exemptions also apply to transactions in connection with the servicing, management and operation of the Trust Fund; provided that, in addition to the general requirements described above, (a) such transactions are carried out in accordance with the terms of a binding pooling and servicing agreement, (b) the pooling and servicing agreement is provided to, or described in all material respects in the accompanying prospectus or private placement memorandum provided to, investing Plans before their purchase of Certificates issued by the Trust Fund and (c) the terms and conditions for the defeasance of a mortgage obligation and substitution of a new mortgage obligation, as so described, have been approved by an NRSRO and do not result in any Offered Certificates receiving a lower credit rating from the NRSRO than the current rating. The Pooling and Servicing Agreement is a pooling and servicing agreement as defined in the Exemptions. The Pooling and Servicing Agreement provides that all

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transactions relating to the servicing, management and operations of the Trust Fund must be carried out in accordance with the Pooling and Servicing Agreement.

Before purchasing any Class of Offered Certificate, a fiduciary of a Plan should itself confirm that the specific and general conditions of the Exemptions and the other requirements set forth in the Exemptions would be satisfied.

Any Plan fiduciary considering the purchase of Offered Certificates should consult with its counsel with respect to the applicability of the Exemptions and other issues and determine on its own whether all conditions have been satisfied and whether the Offered Certificates are an appropriate investment for a Plan under ERISA and the Code (or, in the case of governmental plans and certain church plans, under Similar Law) with regard to ERISA’s general fiduciary requirements, including investment prudence and diversification and the exclusive benefit rule. Each purchaser of the Offered Certificates with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an ‘‘accredited investor’’ as defined in Rule 501(a)(1) of Regulation D under the Securities Act. No Plan may purchase or hold an interest in any Class of Offered Certificates unless (a) such Certificates are rated in one of the top four generic rating categories by at least one NRSRO at the time of such purchase or (b) such Plan is an insurance company general account that represents and warrants that it is eligible for, and meets all of the requirements of, Sections I and III of Prohibited Transaction Class Exemption 95-60.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION OR WARRANTY BY THE DEPOSITOR, THE UNDERWRITERS OR ANY OTHER PERSON THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, THAT THE EXEMPTIONS WOULD APPLY TO THE ACQUISITION OF THIS INVESTMENT BY PLANS IN GENERAL OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

LEGAL INVESTMENT

The Offered Certificates will not constitute ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the Offered Certificates, is subject to significant interpretive uncertainties. No representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity of the Offered Certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments for them or are subject to investment, capital or other restrictions. See ‘‘LEGAL INVESTMENT’’ in the accompanying prospectus.

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METHOD OF DISTRIBUTION

Subject to the terms and conditions set forth in the underwriting agreement (the "Underwriting Agreement") among the Depositor and Wachovia Securities, BB&T Capital Markets, Credit Suisse and Nomura Securities (collectively, the "Underwriters") and Wachovia, the Depositor has agreed to sell to each of the Underwriters, and each of the Underwriters has agreed to purchase, severally but not jointly, the respective Certificate Balances as applicable, of each Class of the Offered Certificates as set forth below, subject in each case to a variance of 5%:

Class				Wachovia Securities				BB&T Capital Markets				Credit Suisse				Nomura Securities
Class A-1				$	85,824,000			$				$				$
Class A-2				$	122,437,000			$				$				$
Class A-3				$	57,689,000			$				$				$
Class A-PB1				$	50,000,000			$				$				$
Class A-PB2				$	75,775,000			$				$				$
Class A-4				$	720,742,000			$	1,000,000			$	1,000,000			$	1,000,000
Class A-5				$	500,000,000			$				$				$
Class A-1A				$	388,228,000			$				$				$
Class A-M				$	286,242,000			$				$				$
Class A-J				$	218,260,000			$				$				$
Class B				$	10,734,000			$				$				$
Class C				$	35,781,000			$				$				$
Class D				$	32,202,000			$				$				$
Class E				$	17,890,000			$				$				$
Class F				$	32,202,000			$				$				$

Wachovia Securities is acting as sole lead manager for this offering and BB&T Capital Markets, Credit Suisse and Nomura Securities are acting as co-managers for this offering. Wachovia Securities is acting as sole bookrunner with respect to the Offered Certificates. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Securities in certain jurisdictions. Wachovia Securities International Limited is a United Kingdom firm and is regulated by the Financial Services Authority.

Proceeds to the Depositor from the sale of the Offered Certificates, before deducting expenses payable by the Depositor, will be approximately $2,657,785,470, which includes accrued interest.

Distribution of the Offered Certificates will be made by each Underwriter from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Wachovia Securities or one of its affiliates may purchase a portion of certain Classes of the Offered Certificates, purchase certain Offered Certificates for its own account or sell certain Offered Certificates to one of its affiliates. Sales of the Offered Certificates may also occur on the Closing Date and other dates after the Closing Date, as agreed upon in negotiated transactions with various purchasers. Each Underwriter may effect such transactions by selling the Offered Certificates to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from such Underwriter. In connection with the purchase and sale of the Offered Certificates, each Underwriter may be deemed to have received compensation from the Depositor in the form of underwriting discounts. Each Underwriter and any dealers that participate with any Underwriter in the distribution of the Offered Certificates may be deemed to be underwriters and any profit on the resale of the Offered Certificates positioned by them may be deemed to be underwriting discounts and commissions under the Securities Act.

Purchasers of the Offered Certificates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be "underwriters" within the meaning of the Securities Act in connection with reoffers and sales by them of Offered Certificates. Certificateholders should consult with their legal advisors in this regard prior to any such reoffer or sale.

S-236

The Depositor also has been advised by the Underwriters that each of them, through one or more of its affiliates, currently intends to make a market in the Offered Certificates; however, none of the Underwriters has any obligation to do so, any market making may be discontinued at any time and there can be no assurance that an active secondary market for the Offered Certificates will develop. See "RISK FACTORS—Liquidity for Certificates May Be Limited" in this prospectus supplement and "RISK FACTORS—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics" in the accompanying prospectus.

This prospectus supplement and the accompanying prospectus may be used by the Depositor, Wachovia Securities, an affiliate of the Depositor, and any other affiliate of the Depositor when required under the federal securities laws in connection with offers and sales of the Offered Certificates or in furtherance of market-making activities in the Offered Certificates. Wachovia Securities or any such other affiliate may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale or otherwise.

The Depositor has agreed to indemnify each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act against, or make contributions to each Underwriter and each such controlling person with respect to, certain liabilities, including liabilities under the Securities Act.

Wachovia Securities, one of the Underwriters, is an affiliate of the Depositor and Wachovia Bank, National Association, which is one of the Mortgage Loan Sellers, a Sponsor and the Master Servicer.

CERTAIN RELATIONSHIPS AMONG PARTIES

This prospectus supplement and the accompanying prospectus may be used by the Depositor, Wachovia Securities, an affiliate of the Depositor, and any other affiliate of the Depositor when required under the federal securities laws in connection with offers and sales of the Offered Certificates or in furtherance of market-making activities in the Offered Certificates. Wachovia Securities or any such other affiliate may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale or otherwise. The Depositor has agreed to indemnify each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act against, or make contributions to each Underwriter and each such controlling person with respect to, certain liabilities, including liabilities under the Securities Act.

Wachovia Securities, one of the Underwriters, is an affiliate of the Depositor and Wachovia Bank, National Association, which is one of the Mortgage Loan Sellers, a Sponsor and the Master Servicer. Wachovia Securities and/or its affiliates provided financing to CWCapital in order to fund a portion of the CWCapital Mortgage Loans sold to the Trust Fund under the related Mortgage Loan Purchase Agreement, which financing arrangements must be terminated on or prior to the Closing Date and all amounts owing to Wachovia Securities and/or its affiliates in connection with such financing arrangements (solely with respect to such CWCapital Mortgage Loans) must be repaid by the Closing Date from the proceeds of the offering of the Certificates. This may result in a conflict of interest between the interests of Wachovia Securities and/or its affiliates and the interests of the holders of the Certificates.

CWCapital, a Sponsor, one of the Mortgage Loan Sellers and the primary servicer of the Mortgage Loans originated or acquired by it, is an affiliate of the Special Servicer and the initial Controlling Class Representative.

LEGAL MATTERS

Certain legal matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina. Certain legal matters will be passed upon for the Underwriters by Dechert LLP, Charlotte, North Carolina.

S-237

 RATINGS 

The Offered Certificates are required as a condition of their issuance to have received the following ratings from Fitch and Moody’s (together, the ‘‘Rating Agencies’’):

Class				Expected Ratings from Fitch/Moody’s
Class A-1				AAA/Aaa
Class A-2				AAA/Aaa
Class A-3				AAA/Aaa
Class A-PB1				AAA/Aaa
Class A-PB2				AAA/Aaa
Class A-4				AAA/Aaa
Class A-5				AAA/Aaa
Class A-1A				AAA/Aaa
Class A-M				AAA/Aaa
Class A-J				AAA/Aaa
Class B				AA+/Aa1
Class C				AA/Aa2
Class D				AA−/Aa3
Class E				A+/A1
Class F				A/A2

The ratings on the Offered Certificates address the likelihood of timely receipt by holders thereof of all distributions of interest to which they are entitled and distributions of principal by the Rated Final Distribution Date set forth on the cover page of this prospectus supplement. The ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream from the Mortgage Pool is adequate to make payments required under the Offered Certificates. In addition, rating adjustments may result from a change in the financial position of the Trustee as back-up liquidity provider. A security rating does not represent any assessment of the yield to maturity that investors may experience. In addition, a rating does not address (i) the likelihood or frequency of voluntary or mandatory prepayments of Mortgage Loans, (ii) the degree to which such prepayments might differ from those originally anticipated, (iii) payment of Additional Interest or net default interest, (iv) whether and to what extent payments of Prepayment Premiums or Yield Maintenance Charges will be received or the corresponding effect on yield to investors or (v) whether and to what extent Net Aggregate Prepayment Interest Shortfalls will be realized or allocated to Certificateholders.

There can be no assurance that any rating agency not requested to rate the Offered Certificates will nonetheless issue a rating to any or all Classes thereof and, if so, what such rating or ratings would be. A rating assigned to any Class of Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned thereto by any of the Rating Agencies.

The ratings on the Offered Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning Rating Agency. See ‘‘RISK FACTORS—Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks’’ in the accompanying prospectus.

Pursuant to an agreement between the Depositor and each of the Rating Agencies, the Rating Agencies will provide ongoing ratings feedback with respect to the Offered Certificates for as long as they remain issued and outstanding.

S-238

Table of Contents

INDEX OF DEFINED TERMS

2006-C23 Controlling Class Representative				S-177
2006-C23 Master Servicer				S-164
2006-C23 Pooling and Servicing Agreement				S-164
2006-C23 Special Servicer				S-165
2006-C23 Transaction				S-105
2006-C23 Trust Fund				S-105
2006-C23 Trustee				S-165
30/360 basis				S-97
30/360 Mortgage Loans				S-97
530 Fifth Avenue Companion Loan				S-104
530 Fifth Avenue Control Appraisal Period				S-111
530 Fifth Avenue Intercreditor Agreement				S-105
530 Fifth Avenue Loan				S-104
530 Fifth Avenue Special Event of Default				S-111
530 Fifth Avenue Whole Loan				S-105
Accrued Certificate Interest				S-198
Actual/360 basis				S-97
Actual/Actual Year-days basis				S-97
Additional Interest				S-98
Additional Interest Account				S-191
Additional Trust Fund Expenses				S-205
Administrative Cost Rate				S-124
Advance				S-207
Anticipated Repayment Date				S-98
Appraisal Reduction Amount				S-209
Approved Manager Standard				S-131
ARD Loans				S-97
Assumed Final Distribution Date				S-215
Assumed Scheduled Payment				S-200
Available Distribution Amount				S-189
Balloon Loans				S-97
Balloon Payment				S-97
BB&T Capital Markets				S-233
Breach				S-150
Brookside West Loan				S-104
Capital Imp. Reserve				S-125
Caplease				S-105
Caplease Companion Loan				S-104
Caplease Intercreditor Agreement				S-105
Caplease Loan				S-104
Caplease Whole Loan				S-105
Certificate Account				S-190
Certificate Balance				S-186
Certificate Deferred Interest				S-187
Certificateholders				S-189
Certificates				S-185
Class				S-185
Class A Certificates				S-185
Class A-PB1 Planned Principal Balance				S-200
Class A-PB2 Planned Principal Balance				S-200
CMAE				S-156
CMBS				S-157
CMSA				S-213
CMSA Bond File				S-212
CMSA Collateral Summary File				S-212
CMSA Loan Periodic Update File				S-212
CMSA Property File				S-212
CMSA Reconciliation of Funds Report				S-212
Code				S-145
Co-Lender Loans				S-104
Collection Period				S-189
Companion Loans				S-105
Compensating Interest Payment				S-173
Component				S-187
Component Balance				S-187
Constant Prepayment Rate				S-224
Controlling Class				S-162
Controlling Class Representative				S-162
Core Material Documents				S-145
Corrected Mortgage Loan				S-164
CPR				S-224
Credit Suisse				S-233
Crossed Group				S-150
Crossed Loan				S-150
Custodian				S-144
Cut-Off Date				S-95
Cut-Off Date Balance				S-95
Cut-Off Date Group 1 Balance				S-95
Cut-Off Date Group 2 Balance				S-95
Cut-Off Date Group Balances				S-95
Cut-Off Date LTV				S-123
Cut-Off Date LTV Ratio				S-123
Cut-Off Date Pool Balance				S-95
CWCAM				S-155
CWCapital				S-97, S-138, S-143
CWCapital Mortgage Loans				S-143
CWCMSI				S-139
D (    )				S-125
Defaulted Lease Claim				S-105
Defaulted Mortgage Loan				S-181

S-239

Table of Contents

Defeasance				S-125
Defeasance Collateral				S-99
Defect				S-150
Depositor				S-132
Determination Date				S-189
Determination Party				S-150
Discount Rate				S-202
Distributable Certificate Interest				S-198
Distribution Account				S-190
Distribution Date				S-189
Distribution Date Statement				S-210
DSC Ratio				S-121
DSCR				S-121
DTC				S-186
Due Date				S-97
ERISA				S-233
Excess Cash Flow				S-98
Excluded Plan				S-234
Exemption				S-233
Exemptions				S-233
FHLMC				S-161
Final Recovery Determination				S-211
Fitch				S-233
FNMA				S-161
Form 8-K				S-151
FSMA				S-2
Gain-on-Sale Reserve Account				S-191
Hercules Plaza Loan				S-104
Hilton Garden Inn—Napa, CA Loan				S-104
HUD				S-161
Intercreditor Agreement				S-106
Intercreditor Agreements				S-106
Interest Accrual Period				S-188
Interest Reserve Account				S-190
Interest Reserve Amount				S-190
Interest Reserve Loans				S-190
IRS				S-232
L (    )				S-124
Liquidation Fee				S-172
LNR				S-157
LNR Partners				S-157
Loan Group 1				S-95
Loan Group 1 Principal Distribution Amount				S-199
Loan Group 2				S-95
Loan Group 2 Principal Distribution Amount				S-199
Loan Groups				S-95
Loan Pair				S-152
Loan per Sq. Ft., Unit, Pad, Room or Bed				S-124
Lockout				S-124
Lockout Period				S-124
LTV at ARD or Maturity				S-123
Majority Subordinate Certificateholder				S-216
Marriott—Chicago, IL Companion Loan				S-104
Marriott—Chicago, IL Control Appraisal Period				S-107
Marriott—Chicago, IL Intercreditor Agreement				S-105
Marriott—Chicago, IL Loan				S-104
Marriott—Chicago, IL Special Event of Default				S-108
Marriott—Chicago, IL Whole Loan				S-105
Master Servicer				S-153
Master Servicing Fee				S-171
Master Servicing Fee Rate				S-171
Maturity Date LTV Ratio				S-123
Mezz Cap Companion Loan				S-105
Mezz Cap Intercreditor Agreement				S-105
Mezz Cap Loan				S-105
Mezz Cap Whole Loan				S-105
Moody’s				S-233
Mortgage				S-95
Mortgage Deferred Interest				S-187
Mortgage File				S-144
Mortgage Loan				S-201
Mortgage Loan Purchase Agreement				S-143
Mortgage Loan Purchase Agreements				S-143
Mortgage Loans				S-95, S-171, S-201
Mortgage Note				S-95
Mortgage Pool				S-95
Mortgage Rate				S-97
Mortgaged Property				S-95
NA				S-125
NAV				S-125
Net Aggregate Prepayment Interest Shortfall				S-198
Net Cash Flow				S-121
Net Mortgage Rate				S-188
Nomura Securities				S-233
Non-Offered Certificates				S-185
Nonrecoverable P&I Advance				S-206
Notional Amount				S-187
NRSRO				S-233
O (    )				S-124
Occupancy Percentage				S-125

S-240

Table of Contents

Offered Certificates				S-185
OID Regulations				S-232
Open Period				S-125
Option Price				S-181
Original Term to Maturity				S-125
O&M Operative Period				S-131
Pari Passu Companion Loan				S-105
Pari Passu Loan				S-105
Periodic Payments				S-97
Plan				S-233
Pooling and Servicing Agreement				S-185
Prepayment Interest Excess				S-172
Prepayment Interest Shortfall				S-172
Prepayment Premiums				S-201
Primary Collateral				S-151
Prime Outlets Pool Central Account				S-130
Prime Outlets Pool Collection Account				S-130
Prime Outlets Pool Intercreditor Agreement				S-105, S-131
Prime Outlets Pool Loan				S-104, S-127
Prime Outlets Pool Manager				S-131
Prime Outlets Pool Mezzanine Borrower				S-130
Prime Outlets Pool Mezzanine Loan				S-130
Prime Outlets Pool Mortgage				S-127
Prime Outlets Pool Note				S-127
Prime Outlets Pool Pari Passu Companion Loan				S-104
Prime Outlets Pool Pari Passu Note				S-127
Prime Outlets Pool Project				S-128
Prime Outlets Pool Restoration				S-129
Prime Outlets Pool Whole Loan				S-104
Principal Distribution Amount				S-199
Privileged Person				S-214
Prospectus Directive				S-2
PTE				S-233
Purchase Option				S-181
Purchase Price				S-145
P&I				S-154
P&I Advance				S-205
Qualified Appraiser				S-209
Qualified Substitute Mortgage Loan				S-146
Rao’s City Views Apartment Building Companion Loan				S-105
Rao’s City Views Apartment Building Control Appraisal Period				S-117
Rao’s City Views Apartment Building Intercreditor Agreement				S-106
Rao’s City Views Apartment Building Loan				S-104
Rao’s City Views Apartment Building Special Event of Default				S-118
Rao’s City Views Apartment Building Whole Loan				S-105
Rated Final Distribution Date				S-215
Rating Agencies				S-238
Realized Losses				S-204
Reimbursement Rate				S-207
REIT				S-232
Related Proceeds				S-206
Relevant Implementation Date				S-2
Relevant Member State				S-2
Relevant Persons				S-2
Remaining Amortization Term				S-124
Remaining Term to Maturity				S-124
REMIC				S-33
REMIC Administrator				S-217
REMIC I				S-33, S-231
REMIC II				S-33, S-231
REMIC Regular Certificates				S-185
REMIC Regulations				S-231
REMIC Residual Certificates				S-185
Rental Property				S-122
REO Extension				S-182
REO Loan				S-201
REO Property				S-164
Replacement Reserve				S-125
Required Appraisal Date				S-208
Required Appraisal Loan				S-209
SA				S-154
Scenario				S-224
Scheduled Payment				S-200
SEC				S-212
Securities Act				S-185
Sequential Pay Certificates				S-185
Servicing Fees				S-172
Servicing Standard				S-152
Servicing Transfer Event				S-163
Similar Law				S-233
SMMEA				S-34
SNDA				S-165
Special Servicing Fee				S-172
Special Servicing Fee Rate				S-172
Specially Serviced Mortgage Loans				S-164
Stated Principal Balance				S-188
Strip Rate				S-187
Subordinate Certificates				S-185

S-241

Table of Contents

Subordinate Companion Loans				S-105
Subordinate Loan				S-120
Substantial Taking				S-129
Substitution Shortfall Amount				S-145
S&P				S-233
Table Assumptions				S-215, S-224
The Retreat Apartments Loan				S-104
TI/LC Reserve				S-125
Transfer				S-130
Transfer Affidavit and Agreement				S-185
Trust Fund				S-185
Trustee				S-217
Trustee Fee				S-171, S-217
Underwriter				S-233
Underwriters				S-236
Underwriting Agreement				S-236
Underwritten Replacement Reserves				S-124
UPB				S-154
Voting Rights				S-216
WA				S-124
Wachovia				S-97, S-132, S-143
Wachovia Mortgage Loans				S-143
Wachovia Securities				S-233
Weatherly Apartments Loan				S-104
Weighted Average Net Mortgage Rate				S-188
Wells Fargo Bank				S-217
Whole Loan				S-105
Whole Loans				S-105
Workout Fee				S-172
Workout-Delayed Reimbursement Amount				S-207
Year Built				S-124
Yield Maintenance Charges				S-201
YM (    )				S-124

S-242

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WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

                                   ANNEX A-1

     CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES



                 LOAN
MORTGAGE LOAN   GROUP
   NUMBER       NUMBER                        PROPERTY NAME                                             ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

      1           1      Prime Outlets Pool(1)                                      Various
    1.01                 Prime Outlets at San Marcos                                3939 Interstate Highway 35 South
    1.02                 Prime Outlets at Grove City                                1911 Leesburg-Grove City Road
    1.03                 Prime Outlets at Ellenton                                  5461 Factory Shops Boulevard
    1.04                 Prime Outlets at Jeffersonville                            8000 Factory Shops Boulevard
    1.05                 Prime Outlets at Pleasant Prairie                          11211 120th Avenue
    1.06                 Prime Outlets at Huntley                                   11800 Factory Shops Boulevard
    1.07                 Prime Outlets at Gulfport                                  10000 Factory Shops Boulevard
    1.08                 Prime Outlets at Naples                                    6060 Collier Boulevard
    1.09                 Prime Outlets at Lebanon                                   One Outlet Village Boulevard
    1.10                 Prime Outlets at Florida City                              250 East Palm Drive
      2           1      Marriott - Chicago, IL                                     540 North Michigan Avenue
      3           1      530 Fifth Avenue(2)                                        530 Fifth Avenue
      4           1      Independent Square                                         1 Independent Drive
      5           1      Central Parke Pool                                         Various
    5.01                 4600 Smith Road                                            4600 Smith Road
    5.02                 4643 Forest Avenue                                         4643 Forest Avenue
    5.03                 4600 Montgomery Road                                       4600 Montgomery Road
    5.04                 4650 Montgomery Road                                       4650 Montgomery Road
    5.05                 2100 Sherman Avenue                                        2100 Sherman Avenue
    5.06                 4700 Smith Road                                            4700 Smith Road
    5.07                 2300 Wall Street                                           2300 Wall Street
    5.08                 4650 Wesley Avenue                                         4650 Wesley Avenue
    5.09                 4850 Smith Road                                            4850 Smith Road
    5.10                 4600 Wesley Avenue                                         4600 Wesley Avenue
    5.11                 4623 Wesley Avenue                                         4623 Wesley Avenue
      6           1      Westfield Gateway                                          6100 "O" Street
      7           1      Hercules Plaza                                             1313 North Market Street
      8           1      Piedmont Center Buildings 9-12                             3565 Piedmont Road NE
      9           1      Cotswold Village Shops                                     104-334 South Sharon Amity Road
     10           1      Doubletree Hotel - Scottsdale, AZ                          5401 North Scottsdale Road
     11           1      Campbell Technology Park                                   635, 655, 675, 695 Campbell Parkway
     12           1      Phillips Place                                             6705-6907 Phillips Place Court
     13           1      Cedarbrook Plaza                                           1000 Easton Road
     14           1      Bethesda Gateway                                           7201 Wisconsin Avenue
     15           1      Paoli Shopping Center                                      Routes 30 & 252
     16           1      The Paramount Building                                     1501 Broadway
     17           1      Sherry Lane Place                                          5956 Sherry Lane
     18           1      Wilshire Roxbury Building                                  9701 Wilshire Boulevard
     19           1      Wyndham Hotel Greenspoint                                  12400 Greenspoint Drive
     20           1      Shoppes at North Village                                   5201 North Belt Highway
     21           2      Waterstone Apartments Lot 3                                1171 East Baywood Drive
     22           1      Quantum Buildings A/B                                      10125 & 10205 Federal Drive
     23           1      Hampton Inn - Las Vegas, NV                                4955-75 South Industrial Road
     24           1      Prime Outlets - St. Augustine, FL(3)                       500 Belz Outlet Boulevard
     25           1      Caribbean Corporate Center                                 1310-1314, 1315, 1320-1324, & 1325-1327
                                                                                     Chesapeak Terrace
     26           1      Carmenita Plaza                                            13171-13543 Telegraph Road
     27           2      Fountainhead                                               4400 Horizon Hill Boulevard
     28           2      Oaks of Eagle Creek                                        5483 Holly Springs Drive
     29           2      Waterstone Apartments Lot 2                                1171 East Baywood Drive
     30           2      Regents Center                                             12490 Quivira Street
     31           1      Metro Pointe 6                                             949 South Coast Drive
     32           1      Burlington Crossing(2)                                     1899 South Burlington Boulevard
     33           2      The Meadows Apartment Complex                              99 Ascension Drive
     34           1      808 South Olive Street and 801-807 South Hill Street       808 South Olive Street and 801-807 South
                                                                                     Hill Street
     35           1      Salem Consumer Square                                      5415-5597 Salem Avenue
     36           1      West Goshen Town Center(2)                                 1115 West Chester Pike
     37           1      Cerritos College Square                                    10802-10930 Alondra Boulevard
     38           1      Skagit Valley Square                                       100-310 East College Way
     39           1      Marketplace at Westtown                                    1524 West Chester Pike
     40           1      Crowne Plaza - Worcester, MA                               10 Lincoln Square
     41           1      Citrus Tower Village                                       240 Citrus Tower Boulevard
     42           1      Summit Ridge Business Park                                 6759, 6769, &6779 Mesa Ridge Road
     43           2      Allegro                                                    4115 Roosevelt Street
     44           2      Brodick Hill Apartments                                    7703 Lee Road
     45           2      Platte View Landing Apartments                             90 South Miller Street
     46           1      Puente Hills Business Center III                           17700 Castleton Street
     47           1      Joesler Village                                            1825 East River Road
     48           1      The Atrium Tower Office Building                           7680 Universal Boulevard
     49           2      The Lodge                                                  4900 Medical Drive
     50           1      Caprock Center                                             2625-2811 50th Street
     51           1      Puente Hills Business Center I                             17870/17890 Castleton Street
     52           1      EDS Building(4)                                            1075 West Entrance Drive
     53           1      Hilton Garden Inn - Colonial Heights, VA                   800 Southpark Boulevard
     54           2      The Enclave at Deep River Plantation Apartment Complex     4203 River Birch Loop
     55           2      The Arbors on Saratoga Apartments                          6225 Saratoga Boulevard
     56           1      Summit Medical Office                                      620 Summit Crossing Place
     57           1      BJ's - Homestead, FL                                       600 SE 8th Street
     58           2      Spring Lake Apartments                                     1287 Cedar Shoals Drive
     59           1      Holiday Inn - Louisville, KY                               2715 Fern Valley Road
     60           1      Fresh Market Shoppes Shopping Center                       890 William Hilton Parkway
     61           1      Metro Pointe 4                                             959 South Coast Drive
     62           1      Rosenstar Retail Center                                    1111 South Willow Street
     63           1      Seven for All Mankind(2)                                   4440 East 26th Street
     64           1      Cowboy Partners Center                                     6440 South Wasatch Boulevard
     65           1      Embassy Plaza                                              3900 West Ina Road
     66           2      Arbor Trace Apartments                                     624 Suhtai Court
     67           1      Trade Centre Office Building                               750 Trade Centre Way
     68           1      Walgreens Pool                                             Various
    68.01                Walgreens - Saint Louis, MO (Gravois Avenue)               11590 Gravois Avenue
    68.02                Walgreens - Florissant, MO                                 500 Howdershell Road
    68.03                Walgreens - Saint Louis, MO (Telegraph Road)               6071 Telegraph Road
     69           1      Hampton Inn - Largo, MD                                    9421  Largo Drive West
     70           1      Hampton Inn Bowie                                          15202 Major Lansdale Boulevard
     71           2      Brookside West                                             420 Berckmans Road
     72           2      Greenspire Apartments                                      8380 Greenspire Drive
     73           1      Merchants Pointe                                           2811 Clark Road
     74           1      Hilton Garden Inn - Napa, CA                               3585 Solano Avenue
     75           2      200 Roy Street                                             200 Roy Street
     76           1      Quantum Building C(5)                                      10285 Federal Drive
     77           1      Plaza Del Oro                                              6442-6488 North Oracle Road
     78           1      Northside Johns Creek Medical                              3890 Johns Creek Parkway
     79           1      Westchase I and II                                         9700 Richmond, 3300 South Gessner Road
     80           2      Landera                                                    13400 Blanco Road
     81           2      Mountainside Village Apartments                            1187 South Beech Drive
     82           1      Holiday Inn - Charleston, WV                               699 Kanawha Boulevard
     83           1      Wal-Mart - Rancho Cordova, CA                              10655 Folsom Boulevard
     84           2      The Retreat Apartments                                     3475 Pleasantdale Road
     85           1      PGA National Office Center                                 300 Avenue of the Champions
     86           1      Village Plaza Shopping Center                              25100-25320 75th Street
     87           2      Woods of Elm Creek                                         11707 Vance Jackson Road
     88           1      Homeplace of Burlington                                    118 Alamance Road
     89           2      Weatherly Apartments(2)                                    1700 Weatherly Drive
     90           2      Stonybrook Apartments                                      730 South Beach Boulevard
     91           1      Oak Haven Assisted Living                                  2333 Ashley River Road
     92           1      Puente Hills Business Center II                            17800 Castleton Street
     93           2      6700 Roosevelt                                             1016 NE 67th Street
     94           1      Hampton Inn - Norcross, GA                                 440 Technology Parkway
     95           1      Kohl's - Saint Joseph, MO                                  5505 North Belt Highway
     96           1      Sunrise Plaza(2),(6)                                       901-939 W Avenue J
     97           2      Rao's City Views Apartment Building                        455 East 114th Street
     98           1      5100 Hickory Hill Road                                     5100 Hickory Hill Road
     99           1      Hampton Inn - Fairhaven, MA                                1 Hampton Way
     100          1      Esquire Building                                           6710 Clayton Road
     101          1      Dolphin Square                                             205-229 Gulf Breeze Parkway
     102          1      Hampton Inn - Franklin, MA                                 735 Union Street
     103          1      415 Executive Center                                       415 Washington Street
     104          2      Greenbriar Commons                                         3000 Stone Hogan Connector SW
     105          1      North Madison Corners                                      7950 US Highway 72 West
     106          1      Rosser International Building                              512-524 West Peachtree Street
     107          2      Capital Garage Apartments                                  1301 West Broad Street
     108          1      Lowe's - Enterprise, AL                                    1301 Boll Weevil Circle
     109          2      Springwood Apartments                                      172 Allen Street
     110          1      Monmouth Mobile Home Park                                  4017 Route 1
     111          1      Business Center I                                          950 South Coast Drive
     112          1      Business Center II                                         940 South Coast Drive
     113          1      Sam Hughes Place                                           446 North Campbell Avenue
     114          1      The Shops at Stonehenge                                    2013-2077 Wal-Mart Way
     115          1      Hampton Inn - Carrollton, GA                               102 South Cottage Hill Road
     116          1      Sterling Plaza II                                          22405 Enterprise Street
     117          1      Conn's - Goodwill Shopping Center                          2514 SW Military Drive
     118          1      Walgreens - Decatur, IL                                    625 W. Pershing Road
     119          1      CVS - Okeechobee, FL                                       106 North Parrott Avenue
     120          2      Cedar Creek Apartments                                     1300-1306, 1412 East Street; 309,315,329
                                                                                     Paul J. Manafort Drive
     121          1      Federal Express - Rockford, IL                             3901 Dawes Road
     122          2      Lido Estates MHC(7)                                        2545 East Avenue I
     123          1      Carle Foundation Office Building                           206 West Anthony Drive
     124          1      CVS - Cape Coral, FL                                       1611 NE Pine Island Road
     125          1      Chadwick West Shopping Center                              637 Spartanburg Highway
     126          1      Walgreens - Twin Oaks, MO                                  1391 Big Bend Road
     127          1      Bi-Lo Plaza                                                155 Carolina Square
     128          2      Willowood Estates Manufactured Housing Community           2201 East MacArthur Road
     129          1      Amity Commons Shopping Center                              687-713 North Broadway
     130          1      Academy Sports - Macon, GA                                 1689 Eisenhower Parkway
     131          1      Rite Aid - Toledo, OH                                      1605 Broadway
     132          1      La-Z Boy - Glendale, AZ                                    6976 West Bell Road
     133          1      Fairfield Inn & Suites - Charleston, SC                    2600 Elm Center Road
     134          2      Stonewood Apartment Homes                                  4524 Newby Drive
     135          1      Eckerd - Lawrenceville, GA                                 1900 Duluth Highway
     136          1      Ballantyne Shopping Center                                 13855 Conlan Circle
     137          1      Hannaford - Topsham, ME                                    41 Lewiston Road, Route 196
     138          1      Office Depot Plaza                                         5450-5468 US Highway 80
     139          2      Catawba Place Apartments                                   1920 2nd Avenue Drive NE
     140          2      Winchester Apartments                                      11737 Greenwood Avenue NE
     141          1      CVS - Madison, MS                                          110 Colony Crossing Way
     142          2      Eastside/Waterside Apartments                              1960 16th Street, N.E.; 1930 20th Ave Dr., N.E.
     143          1      Flamingo Plaza                                             4713 & 4725 South Flamingo Road
     144          1      CVS - Richland Hills, TX                                   7200 Grapevine Highway
     145          1      Rite Aid - Defiance, OH                                    618 North Clinton Street
     146          1      Rite Aid - Wauseon, OH                                     1496 North Shoop Avenue
     147          1      Rite Aid - Enterprise, AL                                  903 Rucker Boulevard
     148          1      CVS - Alpharetta, GA                                       184 North Main Street
     149          1      Staples - Crossville, TN                                   2547 North Main Street
     150          1      David's Bridal - Lenexa, KS                                9310-9320 Marshall Drive
     151          1      Rite Aid - Saco, ME                                        461 Main Street
     152          1      Swann/Henderson Retail Center                              3601 Henderson Boulevard


                                                                    CROSS
                                                               COLLATERALIZED
                                                                  AND CROSS
MORTGAGE LOAN                                     ZIP          DEFAULTED LOAN            LOAN         MORTGAGE     GENERAL PROPERTY
   NUMBER               CITY          STATE      CODE               FLAG               PURPOSE      LOAN SELLER           TYPE
------------------------------------------------------------------------------------------------------------------------------------

      1         Various              Various    Various                               Refinance       Wachovia          Retail
    1.01        San Marcos              TX       78666                                                                  Retail
    1.02        Grove City              PA       16127                                                                  Retail
    1.03        Ellenton                FL       34222                                                                  Retail
    1.04        Jeffersonville          OH       43128                                                                  Retail
    1.05        Pleasant Prairie        WI       53158                                                                  Retail
    1.06        Huntley                 IL       60142                                                                  Retail
    1.07        Gulfport                MS       39503                                                                  Retail
    1.08        Naples                  FL       34114                                                                  Retail
    1.09        Lebanon                 TN       37090                                                                  Retail
    1.10        Homestead               FL       33034                                                                  Retail
      2         Chicago                 IL       60611                               Acquisition      Wachovia        Hospitality
      3         New York                NY       10036                                Refinance       Wachovia          Office
      4         Jacksonville            FL       32202                                Refinance       Wachovia          Office
      5         Cincinnati              OH       45212                               Acquisition      Wachovia          Various
    5.01        Cincinnati              OH       45212                                                                  Retail
    5.02        Cincinnati              OH       45212                                                                  Office
    5.03        Cincinnati              OH       45212                                                                  Office
    5.04        Cincinnati              OH       45212                                                                  Office
    5.05        Cincinnati              OH       45212                                                                  Office
    5.06        Cincinnati              OH       45212                                                                  Office
    5.07        Cincinnati              OH       45212                                                                  Office
    5.08        Cincinnati              OH       45212                                                                  Office
    5.09        Cincinnati              OH       45212                                                                  Office
    5.10        Cincinnati              OH       45212                                                                  Office
    5.11        Cincinnati              OH       45212                                                                  Office
      6         Lincoln                 NE       68505                                Refinance       Wachovia          Retail
      7         Wilmington              DE       19801                                Refinance       Wachovia          Office
      8         Atlanta                 GA       30305                               Acquisition      Wachovia          Office
      9         Charlotte               NC       28211                                Refinance       Wachovia          Retail
     10         Scottsdale              AZ       85250                               Acquisition      Wachovia        Hospitality
     11         Campbell                CA       95008                               Acquisition      Wachovia          Office
     12         Charlotte               NC       28210                                Refinance       Wachovia          Retail
     13         Wyncote                 PA       19095                                Refinance       Wachovia          Retail
     14         Bethesda                MD       20814                               Acquisition      Wachovia          Office
     15         Paoli                   PA       19301                                Refinance       Wachovia          Retail
     16         New York                NY       10036                                Refinance       Wachovia         Mixed Use
     17         Dallas                  TX       75225                               Acquisition      Wachovia          Office
     18         Beverly Hills           CA       90210                               Acquisition      Wachovia          Office
     19         Houston                 TX       77060                                Refinance       Wachovia        Hospitality
     20         Saint Joseph            MO       64506                               Acquisition      Wachovia          Retail
     21         Corona                  CA       92881                               Acquisition      Wachovia        Multifamily
     22         Colorado Springs        CO       80908                               Acquisition      Wachovia          Office
     23         Las Vegas               NV       89118                                Refinance       Wachovia        Hospitality
     24         Saint Augustine         FL       32084                                Refinance       Wachovia          Retail
     25         Sunnyvale               CA       94089                               Acquisition      Wachovia          Office
     26         Santa Fe Springs        CA       90670                                Refinance       Wachovia          Retail
     27         San Antonio             TX       78229                               Acquisition      Wachovia        Multifamily
     28         Indianapolis            IN       46254                               Acquisition      Wachovia        Multifamily
     29         Corona                  CA       92881                               Acquisition      Wachovia        Multifamily
     30         Overland Park           KS       66210                               Acquisition      Wachovia        Multifamily
     31         Costa Mesa              CA       92626                                Refinance       Wachovia          Office
     32         Burlington              WA       98233                               Acquisition      Wachovia          Retail
     33         Asheville               NC       28806                               Acquisition      Wachovia        Multifamily
     34         Los Angeles             CA       90014                               Acquisition      Wachovia      Special Purpose
     35         Dayton                  OH       45426                               Acquisition      Wachovia          Retail
     36         West Chester            PA       19382                                Refinance       Wachovia          Retail
     37         Cerritos                CA       90703                                Refinance       Wachovia          Retail
     38         Mount Vernon            WA       98273                               Acquisition      Wachovia          Retail
     39         Westtown Township       PA       19382                                Refinance       Wachovia          Retail
     40         Worcester               MA       01608                                Refinance       Wachovia        Hospitality
     41         Clermont                FL       34711                                Refinance       Wachovia          Retail
     42         San Diego               CA       92121                               Acquisition      Wachovia        Industrial
     43         Seattle                 WA       98105                                Refinance       Wachovia        Multifamily
     44         Lithia Springs          GA       30122                               Acquisition      Wachovia        Multifamily
     45         Brighton                CO       80601                               Acquisition      Wachovia        Multifamily
     46         City of Industry        CA       91784                                Refinance       Wachovia          Office
     47         Tucson                  AZ       85718                                Refinance       Wachovia          Retail
     48         Orlando                 FL       32819                               Acquisition      Wachovia          Office
     49         San Antonio             TX       78229                               Acquisition      Wachovia        Multifamily
     50         Lubbock                 TX       79413                               Acquisition      Wachovia          Retail
     51         City of Industry        CA       91784                                Refinance       Wachovia          Office
     52         Auburn Hills            MI       48326                                Refinance    CWCapital LLC        Office
     53         Colonial Heights        VA       23834                                Refinance       Wachovia        Hospitality
     54         Greensboro              NC       27409                               Acquisition      Wachovia        Multifamily
     55         Corpus Christi          TX       78414                               Acquisition      Wachovia        Multifamily
     56         Gastonia                NC       28054                                Refinance       Wachovia          Office
     57         Homestead               FL       33030                               Acquisition      Wachovia          Retail
     58         Athens                  GA       30605                               Acquisition      Wachovia        Multifamily
     59         Louisville              KY       40213                                Refinance       Wachovia        Hospitality
     60         Hilton Head Island      SC       29928                               Acquisition      Wachovia          Retail
     61         Costa Mesa              CA       92626                                Refinance       Wachovia          Office
     62         Manchester              NH       03103                               Acquisition      Wachovia          Retail
     63         Vernon                  CA       90023                                Refinance       Wachovia        Industrial
     64         Salt Lake City          UT       84121                                Refinance       Wachovia          Office
     65         Tucson                  AZ       85741                                Refinance       Wachovia          Retail
     66         Virginia Beach          VA       23451                               Acquisition      Wachovia        Multifamily
     67         Portage                 MI       49002                                Refinance       Wachovia          Office
     68         Various                 MO      Various        Cole Portfolio        Acquisition      Wachovia          Retail
    68.01       Saint Louis             MO       63126                                                                  Retail
    68.02       Florissant              MO       63031                                                                  Retail
    68.03       Saint Louis             MO       63129                                                                  Retail
     69         Largo                   MD       20774                                Refinance       Wachovia        Hospitality
     70         Bowie                   MD       20716                                Refinance    CWCapital LLC      Hospitality
     71         Augusta                 GA       30909                                Refinance       Wachovia        Multifamily
     72         Portage                 MI       49024                                Refinance       Wachovia        Multifamily
     73         Sarasota                FL       34231                                Refinance       Wachovia          Retail
     74         Napa                    CA       94558                                Refinance       Wachovia        Hospitality
     75         Seattle                 WA       98109                                Refinance       Wachovia        Multifamily
     76         Colorado Springs        CO       80908                               Acquisition      Wachovia        Industrial
     77         Tucson                  AZ       85704                                Refinance       Wachovia          Retail
     78         Suwanne                 GA       30024    Atlanta Office Portfolio    Refinance       Wachovia          Office
     79         Houston                 TX       77042                               Acquisition   CWCapital LLC        Office
     80         San Antonio             TX       78216                               Acquisition      Wachovia        Multifamily
     81         Lakewood                CO       80228                               Acquisition      Wachovia        Multifamily
     82         Charleston              WV       25301                                Refinance       Wachovia        Hospitality
     83         Rancho Cordova          CA       95670                               Acquisition      Wachovia           Land
     84         Doraville               GA       30340                               Acquisition      Wachovia        Multifamily
     85         Palm Beach Gardens      FL       33418                                Refinance       Wachovia          Office
     86         Salem                   WI       53168                                Refinance       Wachovia          Retail
     87         San Antonio             TX       78230                               Acquisition      Wachovia        Multifamily
     88         Burlington              NC       27215                                Refinance       Wachovia        Healthcare
     89         Stone Mountain          GA       30083                               Acquisition      Wachovia        Multifamily
     90         Anaheim                 CA       92804                                Refinance       Wachovia        Multifamily
     91         Charleston              SC       29414                               Acquisition      Wachovia        Healthcare
     92         City of Industry        CA       91784                                Refinance       Wachovia          Office
     93         Seattle                 WA       98115                                Refinance       Wachovia        Multifamily
     94         Norcross                GA       30092                                Refinance       Wachovia        Hospitality
     95         Saint Joseph            MO       64506                               Acquisition      Wachovia          Retail
     96         Lancaster               CA       93534                               Acquisition   CWCapital LLC        Retail
     97         New York                NY       10029                                Refinance       Wachovia        Multifamily
     98         Memphis                 TN       38141                               Acquisition      Wachovia        Industrial
     99         Fairhaven               MA       02719                               Acquisition      Wachovia        Hospitality
     100        Richmond Heights        MO       63117                               Acquisition   CWCapital LLC       Mixed Use
     101        Gulf Breeze             FL       32561                               Acquisition      Wachovia          Retail
     102        Franklin                MA       02038                               Acquisition      Wachovia        Hospitality
     103        Waukegan                IL       60085                                Refinance       Wachovia          Office
     104        Atlanta                 GA       30331                                Refinance    CWCapital LLC      Multifamily
     105        Madison                 AL       35758                                Refinance       Wachovia          Retail
     106        Atlanta                 GA       30308    Atlanta Office Portfolio    Refinance       Wachovia          Office
     107        Richmond                VA       23220                               Acquisition      Wachovia        Multifamily
     108        Enterprise              AL       36330                               Acquisition      Wachovia          Retail
     109        New Britain             CT       06053                               Acquisition      Wachovia        Multifamily
     110        Monmouth Junction       NJ       08852                                Refinance       Wachovia     Mobile Home Park
     111        Costa Mesa              CA       92626                                Refinance       Wachovia          Office
     112        Costa Mesa              CA       92626                                Refinance       Wachovia          Office
     113        Tucson                  AZ       85716                                Refinance       Wachovia          Retail
     114        Midlothian              VA       23113                                Refinance       Wachovia          Retail
     115        Carrollton              GA       30117                                Refinance       Wachovia        Hospitality
     116        Sterling                VA       20164                                Refinance    CWCapital LLC        Retail
     117        San Antonio             TX       78224                               Acquisition   CWCapital LLC        Retail
     118        Decatur                 IL       62526                               Acquisition      Wachovia          Retail
     119        Okeechobee              FL       34972                               Acquisition      Wachovia          Retail
     120        New Britain             CT       06053                               Acquisition      Wachovia        Multifamily
     121        Rockford                IL       61102                               Acquisition      Wachovia        Industrial
     122        Lancaster               CA       93535                               Acquisition   CWCapital LLC   Mobile Home Park
     123        Champaign               IL       61822                               Acquisition      Wachovia          Office
     124        Cape Coral              FL       33909                               Acquisition      Wachovia          Retail
     125        Hendersonville          NC       28792                               Acquisition      Wachovia          Retail
     126        Twin Oaks               MO       63021                               Acquisition      Wachovia          Retail
     127        Edgefield               SC       29824                               Acquisition      Wachovia          Retail
     128        Wichita                 KS       67216                               Acquisition   CWCapital LLC   Mobile Home Park
     129        Amityville              NY       11701                                Refinance       Wachovia          Retail
     130        Macon                   GA       31206                               Acquisition      Wachovia          Retail
     131        Toledo                  OH       43609                               Acquisition      Wachovia          Retail
     132        Glendale                AZ       85308         Cole Portfolio        Acquisition      Wachovia          Retail
     133        North Charleston        SC       29406                                Refinance       Wachovia        Hospitality
     134        Durham                  NC       27704                               Acquisition      Wachovia        Multifamily
     135        Lawrenceville           GA       30043                                Refinance       Wachovia          Retail
     136        Charlotte               NC       28277                                Refinance    CWCapital LLC        Retail
     137        Topsham                 ME       04086                                Refinance       Wachovia           Land
     138        Pearl                   MS       39208                               Acquisition      Wachovia          Retail
     139        Hickory                 NC       28601                                Refinance       Wachovia        Multifamily
     140        Seattle                 WA       98133                                Refinance       Wachovia        Multifamily
     141        Madison                 MS       39110                               Acquisition      Wachovia          Retail
     142        Hickory                 NC       28601                                Refinance       Wachovia        Multifamily
     143        Cooper City             FL       33330                                Refinance       Wachovia          Retail
     144        Richland Hills          TX       76118                               Acquisition      Wachovia          Retail
     145        Defiance                OH       43512         Cole Portfolio        Acquisition      Wachovia          Retail
     146        Wauseon                 OH       43567                               Acquisition      Wachovia          Retail
     147        Enterprise              AL       36330                               Acquisition      Wachovia          Retail
     148        Alpharetta              GA       30004                               Acquisition      Wachovia          Retail
     149        Crossville              TN       38555                               Acquisition      Wachovia          Retail
     150        Lenexa                  KS       66215                               Acquisition      Wachovia          Retail
     151        Saco                    ME       04072                               Acquisition      Wachovia          Retail
     152        Tampa                   FL       33609                                Refinance       Wachovia          Retail


                                                                                                  % OF        % OF
                                                                                               AGGREGATE   AGGREGATE
                                                                                                CUT-OFF     CUT-OFF
                                                             CUT-OFF DATE     % OF AGGREGATE      DATE        DATE
MORTGAGE LOAN                               ORIGINAL LOAN        LOAN              CUT-         GROUP 1     GROUP 2     ORIGINATION
    NUMBER      SPECIFIC PROPERTY TYPE       BALANCE ($)      BALANCE ($)    OFF DATE BALANCE   BALANCE     BALANCE        DATE
------------------------------------------------------------------------------------------------------------------------------------

      1                 Outlet            315,340,000.00   315,340,000.00        11.02%         12.75%                   01/09/06
     1.01               Outlet            76,750,000.00
     1.02               Outlet            60,620,000.00
     1.03               Outlet            56,050,000.00
     1.04               Outlet            37,550,000.00
     1.05               Outlet            32,250,000.00
     1.06               Outlet            16,000,000.00
     1.07               Outlet            13,500,000.00
     1.08               Outlet             8,600,000.00
     1.09               Outlet             8,300,000.00
     1.10               Outlet             5,720,000.00
      2              Full Service         195,000,000.00   195,000,000.00        6.81%           7.88%                   04/07/06
      3                   CBD             175,000,000.00   175,000,000.00        6.11%           7.07%                   05/09/06
      4                   CBD             85,000,000.00     85,000,000.00        2.97%           3.44%                   03/21/06
      5                 Various           83,500,000.00     83,500,000.00        2.92%           3.37%                   05/04/06
     5.01             Unanchored
     5.02              Suburban
     5.03              Suburban
     5.04              Suburban
     5.05              Suburban
     5.06                Flex
     5.07                Flex
     5.08                Flex
     5.09              Suburban
     5.10                Flex
     5.11                Flex
      6                Anchored           83,000,000.00     83,000,000.00        2.90%           3.35%                   05/10/06
      7                   CBD             78,000,000.00     77,892,043.17        2.72%           3.15%                   03/31/06
      8                   CBD             65,000,000.00     65,000,000.00        2.27%           2.63%                   03/16/06
      9                Anchored           51,000,000.00     51,000,000.00        1.78%           2.06%                   05/02/06
      10             Full Service         48,000,000.00     48,000,000.00        1.68%           1.94%                   10/05/05
      11               Suburban           46,000,000.00     46,000,000.00        1.61%           1.86%                   04/20/06
      12               Anchored           44,500,000.00     44,500,000.00        1.55%           1.80%                   03/23/06
      13               Anchored           44,300,000.00     44,300,000.00        1.55%           1.79%                   04/04/06
      14                  CBD             44,000,000.00     44,000,000.00        1.54%           1.78%                   02/28/06
      15               Anchored           40,000,000.00     40,000,000.00        1.40%           1.62%                   04/04/06
      16             Office/Retail        39,500,000.00     39,500,000.00        1.38%           1.60%                   04/10/06
      17                  CBD             39,000,000.00     39,000,000.00        1.36%           1.58%                   04/07/06
      18               Suburban           35,789,000.00     35,789,000.00        1.25%           1.45%                   04/17/06
      19             Full Service         34,000,000.00     34,000,000.00        1.19%           1.37%                   02/24/06
      20               Anchored           30,856,000.00     30,856,000.00        1.08%           1.25%                   11/04/05
      21             Conventional         28,400,000.00     28,400,000.00        0.99%                       7.32%       03/30/06
      22               Suburban           28,250,000.00     28,250,000.00        0.99%           1.14%                   02/06/06
      23             Full Service         28,000,000.00     28,000,000.00        0.98%           1.13%                   07/29/05
      24                Outlet            27,250,000.00     27,250,000.00        0.95%           1.10%                   03/31/06
      25               Suburban           26,500,000.00     26,500,000.00        0.93%           1.07%                   06/28/05
      26               Anchored           26,500,000.00     26,500,000.00        0.93%           1.07%                   02/07/06
      27             Conventional         26,400,000.00     26,400,000.00        0.92%                       6.80%       05/05/06
      28             Conventional         26,000,000.00     26,000,000.00        0.91%                       6.70%       04/07/06
      29             Conventional         24,600,000.00     24,600,000.00        0.86%                       6.34%       03/30/06
      30             Conventional         24,050,000.00     24,050,000.00        0.84%                       6.19%       03/30/06
      31               Suburban           23,868,000.00     23,868,000.00        0.83%           0.96%                   04/13/06
      32               Anchored           22,000,000.00     22,000,000.00        0.77%           0.89%                   04/18/06
      33             Conventional         21,300,000.00     21,300,000.00        0.74%                       5.49%       03/15/06
      34         Parking Garage/Retail    21,200,000.00     21,200,000.00        0.74%           0.86%                   03/28/06
      35               Anchored           20,800,000.00     20,800,000.00        0.73%           0.84%                   04/26/06
      36               Anchored           20,250,000.00     20,250,000.00        0.71%           0.82%                   03/17/06
      37               Anchored           19,600,000.00     19,600,000.00        0.68%           0.79%                   04/05/06
      38               Anchored           18,500,000.00     18,500,000.00        0.65%           0.75%                   03/30/06
      39               Anchored           18,160,000.00     18,160,000.00        0.63%           0.73%                   03/17/06
      40             Full Service         17,380,000.00     17,301,880.86        0.60%           0.70%                   02/01/06
      41               Anchored           17,297,000.00     17,297,000.00        0.60%           0.70%                   03/23/06
      42                 Flex             16,900,000.00     16,900,000.00        0.59%           0.68%                   03/07/06
      43             Conventional         16,250,000.00     16,217,053.39        0.57%                       4.18%       02/27/06
      44             Conventional         15,717,000.00     15,717,000.00        0.55%                       4.05%       04/11/06
      45             Conventional         15,700,000.00     15,700,000.00        0.55%                       4.04%       03/16/06
      46               Suburban           15,600,000.00     15,600,000.00        0.54%           0.63%                   04/13/06
      47              Unanchored          15,575,000.00     15,575,000.00        0.54%           0.63%                   04/20/06
      48               Suburban           15,500,000.00     15,484,212.11        0.54%           0.63%                   03/31/06
      49             Conventional         14,780,000.00     14,780,000.00        0.52%                       3.81%       05/05/06
      50               Anchored           14,720,000.00     14,720,000.00        0.51%           0.59%                   03/30/06
      51               Suburban           14,200,000.00     14,200,000.00        0.50%           0.57%                   04/13/06
      52               Suburban           15,000,000.00     14,062,394.18        0.49%           0.57%                   01/15/02
      53            Limited Service       14,000,000.00     14,000,000.00        0.49%           0.57%                   04/20/06
      54             Conventional         13,725,000.00     13,725,000.00        0.48%                       3.54%       03/17/06
      55             Conventional         13,600,000.00     13,600,000.00        0.48%                       3.50%       03/31/06
      56                Medical           13,100,000.00     13,080,685.71        0.46%           0.53%                   04/07/06
      57               Anchored           12,362,000.00     12,362,000.00        0.43%           0.50%                   12/16/05
      58             Conventional         12,300,000.00     12,300,000.00        0.43%                       3.17%       04/10/06
      59             Full Service         12,350,000.00     12,297,657.73        0.43%           0.50%                   12/27/05
      60               Anchored           11,870,000.00     11,870,000.00        0.41%           0.48%                   03/07/06
      61               Suburban           11,732,000.00     11,732,000.00        0.41%           0.47%                   04/13/06
      62               Anchored           11,700,000.00     11,700,000.00        0.41%           0.47%                   04/04/06
      63        Warehouse/Manufacturing   11,500,000.00     11,500,000.00        0.40%           0.46%                   04/13/06
      64                  CBD             11,200,000.00     11,200,000.00        0.39%           0.45%                   05/01/06
      65               Anchored           11,100,000.00     11,100,000.00        0.39%           0.45%                   04/20/06
      66             Conventional         11,062,500.00     11,062,500.00        0.39%                       2.85%       05/01/06
      67               Suburban           11,000,000.00     11,000,000.00        0.38%           0.44%                   03/15/06
      68               Anchored           10,660,000.00     10,660,000.00        0.37%           0.43%                   11/02/05
    68.01              Anchored            3,999,000.00
    68.02              Anchored            3,372,000.00
    68.03              Anchored            3,289,000.00
      69            Limited Service       10,500,000.00     10,485,240.54        0.37%           0.42%                   03/23/06
      70            Limited Service       10,500,000.00     10,450,352.15        0.37%           0.42%                   01/19/06
      71             Conventional         10,300,000.00     10,280,955.16        0.36%                       2.65%       03/02/06
      72             Conventional         10,200,000.00     10,200,000.00        0.36%                       2.63%       03/15/06
      73               Anchored           10,000,000.00     9,980,332.22         0.35%           0.40%                   02/27/06
      74            Limited Service        9,920,000.00     9,910,218.66         0.35%           0.40%                   03/23/06
      75             Conventional          9,800,000.00     9,780,130.66         0.34%                       2.52%       02/27/06
      76                 Flex              9,725,000.00     9,691,468.64         0.34%           0.39%                   02/06/06
      77               Anchored            9,200,000.00     9,200,000.00         0.32%           0.37%                   04/20/06
      78                Medical            9,000,000.00     9,000,000.00         0.31%           0.36%                   03/23/06
      79               Suburban            8,950,000.00     8,950,000.00         0.31%           0.36%                   01/27/06
      80             Conventional          8,300,000.00     8,300,000.00         0.29%                       2.14%       05/05/06
      81             Conventional          8,000,000.00     8,000,000.00         0.28%                       2.06%       01/30/06
      82             Full Service          8,000,000.00     7,966,664.40         0.28%           0.32%                   12/27/05
      83                Retail             7,641,000.00     7,641,000.00         0.27%           0.31%                   03/09/06
      84             Conventional          7,560,000.00     7,560,000.00         0.26%                       1.95%       11/04/05
      85               Suburban            7,500,000.00     7,492,331.54         0.26%           0.30%                   03/31/06
      86               Anchored            7,200,000.00     7,200,000.00         0.25%           0.29%                   04/13/06
      87             Conventional          7,020,000.00     7,020,000.00         0.25%                       1.81%       05/05/06
      88            Assisted Living        7,000,000.00     7,000,000.00         0.24%           0.28%                   03/31/06
      89             Conventional          6,700,000.00     6,700,000.00         0.23%                       1.73%       11/30/05
      90             Conventional          6,400,000.00     6,400,000.00         0.22%                       1.65%       04/05/06
      91            Assisted Living        6,300,000.00     6,300,000.00         0.22%           0.25%                   03/09/06
      92               Suburban            6,300,000.00     6,300,000.00         0.22%           0.25%                   04/13/06
      93             Conventional          6,300,000.00     6,287,226.85         0.22%                       1.62%       02/27/06
      94            Limited Service        6,250,000.00     6,206,362.29         0.22%           0.25%                   11/30/05
      95               Anchored            6,195,000.00     6,195,000.00         0.22%           0.25%                   11/04/05
      96              Unanchored           6,150,000.00     6,150,000.00         0.21%           0.25%                   04/27/06
      97             Conventional          6,100,000.00     6,100,000.00         0.21%                       1.57%       04/03/06
      98               Warehouse           6,100,000.00     6,093,869.11         0.21%           0.25%                   03/21/06
      99            Limited Service        5,955,285.00     5,955,285.00         0.21%           0.24%                   03/06/06
     100             Office/Retail         5,840,000.00     5,840,000.00         0.20%           0.24%                   03/01/06
     101               Anchored            5,550,000.00     5,550,000.00         0.19%           0.22%                   03/01/06
     102            Limited Service        5,249,516.00     5,249,516.00         0.18%           0.21%                   03/06/06
     103               Suburban            5,200,000.00     5,194,723.57         0.18%           0.21%                   03/15/06
     104             Conventional          5,100,000.00     5,090,343.42         0.18%                       1.31%       02/08/06
     105               Anchored            5,000,000.00     4,994,588.71         0.17%           0.20%                   03/22/06
     106                  CBD              5,000,000.00     4,988,775.21         0.17%           0.20%                   03/23/06
     107            Student Housing        4,865,000.00     4,865,000.00         0.17%                       1.25%       04/26/06
     108               Anchored            4,859,000.00     4,859,000.00         0.17%           0.20%                   12/01/05
     109             Conventional          4,720,000.00     4,720,000.00         0.16%                       1.22%       04/26/06
     110           Mobile Home Park        4,600,000.00     4,586,389.73         0.16%           0.19%                   03/10/06
     111               Suburban            4,500,000.00     4,500,000.00         0.16%           0.18%                   04/13/06
     112               Suburban            4,500,000.00     4,500,000.00         0.16%           0.18%                   04/13/06
     113              Unanchored           4,500,000.00     4,500,000.00         0.16%           0.18%                   04/20/06
     114            Shadow Anchored        4,500,000.00     4,500,000.00         0.16%           0.18%                   05/02/06
     115            Limited Service        4,500,000.00     4,468,580.85         0.16%           0.18%                   11/30/05
     116            Shadow Anchored        4,300,000.00     4,295,398.68         0.15%           0.17%                   03/23/06
     117              Unanchored           4,250,000.00     4,250,000.00         0.15%           0.17%                   03/06/06
     118               Anchored            4,251,000.00     4,246,355.79         0.15%           0.17%                   03/16/06
     119               Anchored            4,076,000.00     4,076,000.00         0.14%           0.16%                   01/13/06
     120            Student Housing        4,075,000.00     4,075,000.00         0.14%                       1.05%       04/26/06
     121             Distribution          3,998,000.00     3,998,000.00         0.14%           0.16%                   12/09/05
     122           Mobile Home Park        3,900,000.00     3,900,000.00         0.14%                       1.00%       05/02/06
     123                Medical            3,840,000.00     3,840,000.00         0.13%           0.16%                   04/24/06
     124               Anchored            3,812,000.00     3,812,000.00         0.13%           0.15%                   04/18/06
     125               Anchored            3,750,000.00     3,750,000.00         0.13%           0.15%                   03/23/06
     126               Anchored            3,742,000.00     3,742,000.00         0.13%           0.15%                   12/16/05
     127               Anchored            3,685,000.00     3,681,401.18         0.13%           0.15%                   04/04/06
     128           Mobile Home Park        3,660,000.00     3,649,514.19         0.13%                       0.94%       02/16/06
     129              Unanchored           3,600,000.00     3,600,000.00         0.13%           0.15%                   05/01/06
     130               Anchored            3,478,000.00     3,478,000.00         0.12%           0.14%                   01/06/06
     131              Unanchored           3,487,500.00     3,471,056.07         0.12%           0.14%                   01/27/06
     132              Unanchored           3,415,000.00     3,415,000.00         0.12%           0.14%                   10/25/05
     133            Limited Service        3,200,000.00     3,193,356.74         0.11%           0.13%                   04/06/06
     134             Conventional          3,120,000.00     3,120,000.00         0.11%                       0.80%       03/22/06
     135              Unanchored           3,112,000.00     3,093,624.02         0.11%           0.13%                   12/14/05
     136            Shadow Anchored        3,100,000.00     3,090,087.48         0.11%           0.12%                   01/23/06
     137                Retail             3,000,000.00     2,994,138.21         0.10%           0.12%                   02/23/06
     138               Anchored            2,990,000.00     2,990,000.00         0.10%           0.12%                   02/28/06
     139             Conventional          2,920,000.00     2,917,042.73         0.10%                       0.75%       03/21/06
     140             Conventional          2,900,000.00     2,894,120.30         0.10%                       0.75%       02/27/06
     141               Anchored            2,809,000.00     2,809,000.00         0.10%           0.11%                   01/19/06
     142             Conventional          2,520,000.00     2,517,447.83         0.09%                       0.65%       03/21/06
     143            Shadow Anchored        2,400,000.00     2,395,207.25         0.08%           0.10%                   03/03/06
     144               Anchored            2,379,000.00     2,379,000.00         0.08%           0.10%                   12/08/05
     145              Unanchored           2,321,000.00     2,321,000.00         0.08%           0.09%                   01/04/06
     146              Unanchored           2,142,000.00     2,142,000.00         0.07%           0.09%                   01/26/06
     147              Unanchored           2,043,000.00     2,043,000.00         0.07%           0.08%                   01/26/06
     148               Anchored            2,015,000.00     2,015,000.00         0.07%           0.08%                   12/01/05
     149               Anchored            1,885,000.00     1,885,000.00         0.07%           0.08%                   01/26/06
     150               Anchored            1,799,000.00     1,799,000.00         0.06%           0.07%                   01/11/06
     151              Unanchored           1,375,000.00     1,375,000.00         0.05%           0.06%                   01/27/06
     152              Unanchored            925,000.00       916,895.46          0.03%           0.04%                   10/25/05


                                                                                   INTEREST     ORIGINAL      REMAINING
                                                                                   ACCURAL         TERM          TERM
                             MATURITY                     LOAN        INTEREST      METHOD     TO MATURITY   TO MATURITY   REMAINING
MORTGAGE LOAN    FIRST PAY    DATE OR    MORTGAGE    ADMINISTRATIVE    ACCRUAL      DURING          OR            OR       IO PERIOD
    NUMBER          DATE        ARD        RATE         COST RATE      METHOD         IO       ARD (MOS.)     ARD (MOS.)     (MOS.)
------------------------------------------------------------------------------------------------------------------------------------

      1          02/11/06   01/11/16     5.5100%       0.02070%      Actual/360   Actual/360       120           116          20
     1.01
     1.02
     1.03
     1.04
     1.05
     1.06
     1.07
     1.08
     1.09
     1.10
      2          05/11/06   04/11/16   5.87692308%     0.02070%      Actual/360   Actual/360       120           119          41
      3          06/11/06   05/11/16   5.62857143%     0.02070%      Actual/360   Actual/360       120           120          48
      4          05/11/06   04/11/16     5.9300%       0.02070%      Actual/360   Actual/360       120           119          59
      5          06/11/06   05/11/16     5.8300%       0.02070%      Actual/360   Actual/360       120           120          60
     5.01
     5.02
     5.03
     5.04
     5.05
     5.06
     5.07
     5.08
     5.09
     5.10
     5.11
      6          06/11/06   05/11/16     5.8800%       0.02070%      Actual/360   Actual/360       120           120          120
      7          05/11/06   04/11/16     6.2700%       0.02070%      Actual/360                    120           119
      8          05/11/06   04/11/16     5.8500%       0.02070%      Actual/360   Actual/360       120           119          119
      9          06/11/06   05/11/16     5.8300%       0.02070%      Actual/360   Actual/360       120           120          60
      10         11/11/05   10/11/15     5.5100%       0.02070%      Actual/360   Actual/360       120           113          77
      11         06/11/06   05/11/16     5.6400%       0.02070%      Actual/360   Actual/360       120           120          48
      12         05/11/06   04/11/16     5.7800%       0.02070%      Actual/360   Actual/360       120           119          119
      13         05/11/06   04/11/16     6.0400%       0.02070%      Actual/360   Actual/360       120           119          59
      14         04/11/06   03/11/16     6.0600%       0.03570%      Actual/360   Actual/360       120           118          34
      15         05/11/06   04/11/16     6.0100%       0.02070%      Actual/360   Actual/360       120           119          23
      16         05/11/06   04/11/16     5.4400%       0.02070%      Actual/360   Actual/360       120           119          119
      17         05/11/06   04/11/16     5.9300%       0.02070%      Actual/360   Actual/360       120           119          11
      18         06/11/06   05/11/11     6.3700%       0.02070%      Actual/360   Actual/360       60             60          60
      19         04/11/06   03/11/16     5.6600%       0.02070%      Actual/360   Actual/360       120           118          34
      20         12/11/05   11/11/15     5.1500%       0.02070%      Actual/360   Actual/360       120           114          114
      21         05/11/06   04/11/11     6.5700%       0.05070%      Actual/360   Actual/360       60             59          59
      22         03/11/06   02/11/16     5.4600%       0.02070%      Actual/360   Actual/360       120           117           9
      23         09/11/05   08/11/15     5.9800%       0.02070%      Actual/360   Actual/360       120           111          27
      24         05/11/06   04/11/16     6.0900%       0.02070%      Actual/360   Actual/360       120           119          11
      25         08/06/05   07/06/10     5.9150%       0.02070%      Actual/360   Actual/360       60             50          19
      26         03/11/06   02/11/16     5.6900%       0.02070%      Actual/360   Actual/360       120           117          21
      27         06/11/06   05/11/16     5.9400%       0.02070%      Actual/360   Actual/360       120           120          60
      28         05/11/06   04/11/16     5.7700%       0.02070%      Actual/360   Actual/360       120           119          47
      29         05/11/06   04/11/11     6.5700%       0.05070%      Actual/360   Actual/360       60             59          59
      30         05/11/06   04/11/16     5.4200%       0.02070%      Actual/360   Actual/360       120           119          119
      31         06/11/06   05/11/16     5.4900%       0.02070%        30/360                      120           120
      32         06/11/06   05/11/16     5.5300%       0.05070%      Actual/360   Actual/360       120           120          120
      33         05/11/06   04/11/16     5.7000%       0.02070%      Actual/360   Actual/360       120           119          47
      34         05/11/06   04/11/12     6.2100%       0.02070%      Actual/360   Actual/360       72             71          11
      35         06/11/06   05/11/16     5.8300%       0.02070%      Actual/360   Actual/360       120           120          60
      36         05/11/06   04/11/16     5.8100%       0.02070%      Actual/360   Actual/360       120           119          23
      37         05/11/06   04/11/16     5.6600%       0.02070%      Actual/360   Actual/360       120           119          59
      38         05/11/06   04/11/16     5.7700%       0.02070%      Actual/360   Actual/360       120           119          35
      39         05/11/06   04/11/16     5.8100%       0.02070%      Actual/360   Actual/360       120           119          23
      40         03/11/06   02/11/11     6.0400%       0.02070%      Actual/360                    60             57
      41         05/11/06   04/11/16     5.7400%       0.02070%      Actual/360   Actual/360       120           119          35
      42         04/11/06   03/11/12     5.7500%       0.05070%      Actual/360   Actual/360       72             70          34
      43         04/11/06   03/11/16     5.5300%       0.02070%      Actual/360                    120           118
      44         05/11/06   04/11/16     5.8200%       0.02070%      Actual/360   Actual/360       120           119          119
      45         05/11/06   04/11/16     5.4500%       0.02070%      Actual/360   Actual/360       120           119          59
      46         06/11/06   05/11/16     5.4900%       0.02070%        30/360                      120           120
      47         06/11/06   05/11/16     5.8700%       0.05070%      Actual/360   Actual/360       120           120          60
      48         05/11/06   04/11/16     5.8800%       0.02070%      Actual/360                    120           119
      49         06/11/06   05/11/16     5.9400%       0.02070%      Actual/360   Actual/360       120           120          60
      50         05/11/06   04/11/11     6.0400%       0.02070%      Actual/360   Actual/360       60             59          23
      51         06/11/06   05/11/16     5.4900%       0.02070%        30/360                      120           120
      52         03/01/02   01/01/12     8.2000%       0.04070%      ctual/Actual                  119            68
      53         06/11/06   05/11/16     6.2700%       0.02070%      Actual/360                    120           120
      54         05/11/06   04/11/16     5.7700%       0.02070%      Actual/360   Actual/360       120           119          47
      55         05/11/06   04/11/16     5.5900%       0.06070%      Actual/360   Actual/360       120           119          35
      56         05/11/06   04/11/16     5.8600%       0.02070%      Actual/360                    120           119
      57         02/11/06   01/11/16     5.4200%       0.02070%      Actual/360   Actual/360       120           116          116
      58         05/11/06   04/11/16     5.7100%       0.02070%      Actual/360   Actual/360       120           119          35
      59         02/11/06   01/11/16     5.7100%       0.02070%      Actual/360                    120           116
      60         04/11/06   03/11/16     5.6900%       0.06070%        30/360       30/360         120           118          118
      61         06/11/06   05/11/16     5.4900%       0.02070%        30/360                      120           120
      62         05/11/06   04/11/16     5.8600%       0.02070%      Actual/360   Actual/360       120           119          35
      63         06/11/06   05/11/16     6.2800%       0.02070%      Actual/360                    120           120
      64         06/11/06   05/11/16     5.9400%       0.02070%      Actual/360   Actual/360       120           120          24
      65         06/11/06   05/11/16     5.8900%       0.05070%      Actual/360   Actual/360       120           120          60
      66         06/11/06   05/11/16     5.7000%       0.02070%      Actual/360   Actual/360       120           120          48
      67         05/11/06   04/11/16     5.4800%       0.02070%      Actual/360   Actual/360       120           119          59
      68         12/11/05   11/11/15     5.4800%       0.02070%      Actual/360   Actual/360       120           114          114
    68.01
    68.02
    68.03
      69         05/11/06   04/11/16     6.1700%       0.02070%      Actual/360                    120           119
      70         03/01/06   02/01/11     5.6800%       0.04070%      Actual/360                    60             57
      71         04/11/06   03/11/16     5.9500%       0.02070%      Actual/360                    120           118
      72         05/11/06   04/11/16     5.4800%       0.02070%      Actual/360   Actual/360       120           119          59
      73         04/11/06   03/11/16     5.6700%       0.02070%      Actual/360                    120           118
      74         05/11/06   04/11/16     6.0500%       0.02070%      Actual/360                    120           119
      75         04/11/06   03/11/16     5.5300%       0.02070%      Actual/360                    120           118
      76         03/11/06   02/11/16     5.5100%       0.02070%      Actual/360                    120           117
      77         06/11/06   05/11/16     5.8900%       0.07070%      Actual/360   Actual/360       120           120          60
      78         05/11/06   04/11/16     5.6900%       0.02070%      Actual/360   Actual/360       120           119          119
      79         03/01/06   02/01/16     5.6450%       0.06070%      Actual/360   Actual/360       120           117          33
      80         06/11/06   05/11/16     5.9400%       0.02070%      Actual/360   Actual/360       120           120          60
      81         03/11/06   02/11/16     5.7000%       0.02070%      Actual/360   Actual/360       120           117          57
      82         02/11/06   01/11/16     5.8000%       0.02070%      Actual/360                    120           116
      83         04/11/06   03/11/16     5.8400%       0.02070%      Actual/360   Actual/360       120           118          118
      84         12/11/05   11/11/12     6.0300%       0.02070%      Actual/360   Actual/360       84             78          18
      85         05/11/06   04/11/16     5.8600%       0.02070%      Actual/360                    120           119
      86         06/11/06   05/11/16     5.8600%       0.02070%      Actual/360                    120           120
      87         06/11/06   05/11/16     5.9400%       0.02070%      Actual/360   Actual/360       120           120          60
      88         05/11/06   04/11/16     5.9700%       0.02070%      Actual/360   Actual/360       120           119          11
      89         01/11/06   12/11/12     5.8200%       0.02070%      Actual/360   Actual/360       84             79          19
      90         05/11/06   04/11/16     6.0300%       0.07070%      Actual/360   Actual/360       120           119          35
      91         04/11/06   03/11/11     6.3300%       0.02070%      Actual/360   Actual/360       60             58          34
      92         06/11/06   05/11/16     5.4900%       0.02070%        30/360                      120           120
      93         04/11/06   03/11/16     5.5300%       0.02070%      Actual/360                    120           118
      94         01/05/06   12/05/15     6.1200%       0.02070%      Actual/360                    120           115
      95         12/11/05   11/11/15     5.1800%       0.02070%      Actual/360   Actual/360       120           114          114
      96         06/01/06   05/01/16     6.5550%       0.06070%      Actual/360   Actual/360       120           120          12
      97         05/11/06   04/11/16     5.6900%       0.02070%      Actual/360   Actual/360       120           119          59
      98         05/11/06   04/11/16     5.9500%       0.02070%      Actual/360                    120           119
      99         04/11/06   03/11/13     6.3000%       0.02070%      Actual/360   Actual/360       84             82          10
     100         04/01/06   03/01/16     5.7230%       0.06070%      Actual/360   Actual/360       120           118          23
     101         04/11/06   03/11/16     5.6400%       0.02070%      Actual/360   Actual/360       120           118          34
     102         04/11/06   03/11/13     6.3000%       0.02070%      Actual/360   Actual/360       84             82          10
     103         05/11/06   04/11/16     5.9000%       0.02070%      Actual/360                    120           119
     104         04/01/06   03/01/11     5.8430%       0.06070%      Actual/360                    60             58
     105         05/11/06   04/11/16     5.5600%       0.02070%      Actual/360                    120           119
     106         05/11/06   04/11/16     5.6900%       0.02070%      Actual/360                    120           119
     107         06/11/06   05/11/16     5.6700%       0.02070%      Actual/360   Actual/360       120           120          36
     108         01/11/06   12/11/10     5.5200%       0.02070%      Actual/360   Actual/360       60             55          55
     109         06/11/06   05/11/16     5.6800%       0.02070%      Actual/360   Actual/360       120           120          36
     110         04/11/06   03/11/16     5.5200%       0.02070%      Actual/360                    120           118
     111         06/11/06   05/11/16     5.4900%       0.02070%        30/360                      120           120
     112         06/11/06   05/11/16     5.4900%       0.02070%        30/360                      120           120
     113         06/11/06   05/11/16     5.8700%       0.09070%      Actual/360   Actual/360       120           120          24
     114         06/11/06   05/11/16     6.3600%       0.02070%      Actual/360   Actual/360       120           120          12
     115         01/05/06   12/05/15     6.1200%       0.02070%      Actual/360                    120           115
     116         05/01/06   04/01/16     5.6200%       0.06070%      Actual/360                    120           119
     117         05/01/06   04/01/16     5.7870%       0.06070%      Actual/360   Actual/360       120           119          59
     118         05/11/06   04/11/16     5.5100%       0.02070%      Actual/360                    120           119
     119         03/11/06   02/11/16     5.6000%       0.02070%      Actual/360   Actual/360       120           117          117
     120         06/11/06   05/11/16     5.6700%       0.02070%      Actual/360   Actual/360       120           120          36
     121         01/11/06   12/11/10     5.6100%       0.02070%      Actual/360   Actual/360       60             55          55
     122         07/01/06   06/01/16     6.4375%       0.06070%      Actual/360   Actual/360       120           120          24
     123         06/11/06   05/11/16     5.8800%       0.02070%      Actual/360   Actual/360       120           120          36
     124         06/11/06   05/11/16     5.1500%       0.02070%      Actual/360   Actual/360       120           120          120
     125         05/11/06   04/11/16     6.0200%       0.02070%      Actual/360   Actual/360       120           119          35
     126         02/11/06   01/11/16     5.1800%       0.02070%      Actual/360   Actual/360       120           116          116
     127         05/11/06   04/11/16     6.1000%       0.02070%      Actual/360                    120           119
     128         04/01/06   03/01/16     5.7100%       0.06070%      Actual/360                    120           118
     129         06/11/06   05/11/16     6.2100%       0.02070%      Actual/360                    120           120
     130         02/11/06   01/11/16     5.6900%       0.02070%      Actual/360   Actual/360       120           116          116
     131         03/11/06   02/11/16     5.7000%       0.02070%      Actual/360                    120           117
     132         12/11/05   11/11/10     5.7600%       0.02070%      Actual/360   Actual/360       60             54          54
     133         05/11/06   04/11/16     6.3500%       0.02070%      Actual/360                    120           119
     134         05/11/06   04/11/16     5.7300%       0.02070%      Actual/360   Actual/360       120           119          59
     135         02/05/06   01/05/16     5.9000%       0.02070%      Actual/360                    120           116
     136         03/01/06   02/01/26     5.9510%       0.06070%      Actual/360                    240           237
     137         04/11/06   03/11/16     5.7000%       0.06070%      Actual/360                    120           118
     138         04/11/06   03/11/11     6.2900%       0.02070%      Actual/360   Actual/360       60             58          58
     139         05/11/06   04/11/16     5.9100%       0.02070%      Actual/360                    120           119
     140         04/11/06   03/11/16     5.5300%       0.02070%      Actual/360                    120           118
     141         03/11/06   02/11/16     5.6000%       0.02070%      Actual/360   Actual/360       120           117          117
     142         05/11/06   04/11/16     5.9100%       0.02070%      Actual/360                    120           119
     143         04/11/06   03/11/16     5.6000%       0.02070%      Actual/360                    120           118
     144         01/11/06   12/11/10     5.5200%       0.02070%      Actual/360   Actual/360       60             55          55
     145         02/11/06   01/11/16     5.7600%       0.02070%      Actual/360   Actual/360       120           116          116
     146         03/11/06   02/11/16     5.8000%       0.02070%      Actual/360   Actual/360       120           117          117
     147         03/11/06   02/11/16     5.8000%       0.02070%      Actual/360   Actual/360       120           117          117
     148         01/11/06   12/11/10     5.5200%       0.02070%      Actual/360   Actual/360       60             55          55
     149         03/11/06   02/11/11     5.7100%       0.02070%      Actual/360   Actual/360       60             57          57
     150         02/11/06   01/11/11     5.8600%       0.02070%      Actual/360   Actual/360       60             56          56
     151         03/11/06   02/11/11     5.8200%       0.02070%      Actual/360   Actual/360       60             57          57
     152         12/05/05   11/05/15     5.8800%       0.02070%      Actual/360                    120           114


                 ORIGINAL   REMAINING        MONTHLY       MATURITY DATE
                  AMORT       AMORT            P&I            OR ARD
MORTGAGE LOAN      TERM        TERM         PAYMENTS          BALLOON      ARD
    NUMBER        (MOS.)      (MOS.)           ($)          BALANCE ($)    LOAN    PREPAYMENT PROVISIONS
------------------------------------------------------------------------------------------------------------------------------------

      1           360          360        1,792,444.82    276,292,379.51    N      L(28),D(89),O(3)
     1.01
     1.02
     1.03
     1.04
     1.05
     1.06
     1.07
     1.08
     1.09
     1.10
      2           360          360        1,153,738.32    177,438,180.77    N      L(25),D(91),O(4)
      3           360          360        1,007,793.34    160,039,116.68    N      L(24),D(93),O(3)
      4           360          360         505,798.89      79,455,464.21    N      L(25),D(92),O(3)
      5           360          360         491,535.15      77,949,859.50    N      L(24),D(93),O(3)
     5.01
     5.02
     5.03
     5.04
     5.05
     5.06
     5.07
     5.08
     5.09
     5.10
     5.11
      6            IO           IO             IO          83,000,000.00    N      L(24),D(89) or GRTR1%orYM(89),O(7)
      7           300          299         515,506.83      60,961,910.73    N      L(25),D(93),O(2)
      8            IO           IO             IO          65,000,000.00    N      L(25),D(91) or GRTR1%orYM(91),O(4)
      9           360          360         300,219.07      47,610,093.82    N      L(24),GRTR1%orYM(60),O(36)
      10          300          300         295,048.72      45,201,285.93    N      L(31),D(86),O(3)
      11          360          360         265,237.75      42,075,650.49    N      GRTR2%orYM(117),O(3)
      12           IO           IO             IO          44,500,000.00    N      L(48),GRTR1%orYM(68),O(4)
      13          360          360         266,741.21      41,471,417.21    N      L(25),D(91),O(4)
      14          360          360         265,501.93      39,812,904.20    N      L(26),D(90),O(4)
      15          360          360         240,077.44      35,458,259.49    N      L(25),D(91),O(4)
      16           IO           IO             IO          39,500,000.00    N      L(25),D(89),O(6)
      17          360          360         232,072.43      33,788,561.63    N      GRTR2%orYM(116),O(4) or L(25),D(91),O(4)
      18           IO           IO             IO          35,789,000.00    N      GRTR1%orYM(35),O(25)
      19          360          360         196,475.15      30,522,127.73    N      L(26),D(90),O(4)
      20           IO           IO             IO          30,856,000.00    Y      L(48),D(68),O(4)
      21           IO           IO             IO          28,400,000.00    N      GRTR1%orYM(36),O(24)
      22          360          360         159,692.13      24,157,398.25    N      L(27),D(87),O(6)
      23          360          360         167,514.28      25,289,123.52    N      L(33),D(83),O(4)
      24          360          360         164,957.60      23,707,101.86    N      L(25),D(91),O(4)
      25          330          330         162,745.47      25,487,433.12    N      L(34),D(22),O(4)
      26          360          360         153,638.22      23,316,073.33    N      L(27),D(90),O(3)
      27          360          360         157,264.39      24,682,079.55    N      L(24),D(90),O(6)
      28          360          360         152,059.44      23,833,451.09    N      L(25),D(92),O(3)
      29           IO           IO             IO          24,600,000.00    N      GRTR1%orYM(36),O(24)
      30           IO           IO             IO          24,050,000.00    N      L(48),D(69),O(3)
      31          360          360         135,370.17      19,695,287.06    N      L(24),D(89),O(7)
      32           IO           IO             IO          22,000,000.00    N      L(24),D(93),O(3)
      33          360          360         123,625.29      19,502,029.13    N      L(25),D(91),O(4)
      34          360          360         129,981.02      19,890,836.24    N      L(25),D(44),O(3)
      35          360          360         122,442.29      19,417,450.03    N      L(24),D(92),O(4)
      36          360          360         118,946.48      17,868,835.30    N      L(25),D(91),O(4)
      37          360          360         113,262.15      18,253,695.92    Y      L(25),D(92),O(3)
      38          360          360         108,196.14      16,643,416.13    N      L(25),D(90),O(5)
      39          360          360         106,670.02      16,024,595.03    N      L(25),D(91),O(4)
      40          300          297         112,404.93      15,721,964.15    N      L(27),D(30),O(3)
      41          360          360         100,830.74      15,551,809.36    N      L(25),D(92),O(3)
      42          360          360          98,623.81      16,255,052.19    N      L(26),GRTR1%orYM(39),O(7)
      43          360          358          92,571.81      13,590,538.26    N      L(24),GRTR2%orYM(93),O(3)
      44           IO           IO             IO          15,717,000.00    Y      L(25),GRTR1%orYM(92),O(3)
      45          360          360          88,650.98      14,578,191.58    N      GRTR1%orYM(116),O(4)
      46          360          360          88,477.23      12,872,736.64    N      L(24),D(89),O(7)
      47          360          360          92,082.24      14,547,687.04    N      L(24),D(93),O(3)
      48          360          359          91,737.89      13,100,801.45    N      L(25),D(92),O(3)
      49          360          360          88,044.23      13,818,224.84    N      L(24),D(90),O(6)
      50          360          360          88,632.74      14,187,722.78    N      L(25),D(32),O(3)
      51          360          360          80,536.97      11,717,491.05    N      L(24),D(89),O(7)
      52         Varies       Varies          Steps        11,181,340.27    N      L(32),GRTR0.5%orYM(83),O(4)
      53          300          300          92,526.87      10,943,073.97    N      L(24),D(93),O(3)
      54          360          360          80,269.84      12,581,312.16    N      L(25),D(91),O(4)
      55          360          360          77,989.00      12,190,797.66    N      L(45),D(72),O(3)
      56          300          299          83,285.96      10,098,355.54    N      L(25),D(91),O(4)
      57           IO           IO             IO          12,362,000.00    Y      L(48),D(68),O(4)
      58          360          360          71,467.22      11,052,326.90    N      L(45),D(72),O(3)
      59          360          356          71,757.73      10,380,993.48    N      L(28),D(89),O(3)
      60           IO           IO             IO          11,870,000.00    N      L(26),D(90),O(4)
      61          360          360          66,539.42      9,680,958.10     N      L(24),D(89),O(7)
      62          360          360          69,097.79      10,544,667.83    N      L(25),D(92),O(3)
      63          360          360          71,032.01      9,835,254.77     N      GRTR1%orYM(116),O(4)
      64          360          360          66,718.23      9,913,142.92     N      L(24),D(93),O(3)
      65          360          360          65,767.14      10,370,672.98    N      L(24),D(93),O(3)
      66          360          360          64,206.80      10,129,083.20    N      L(24),D(92),O(4)
      67          360          360          62,318.83      10,218,406.22    N      L(25),D(92),O(3)
      68           IO           IO             IO          10,660,000.00    Y      L(48),D(68),O(4)
    68.01
    68.02
    68.03
      69          300          299          68,746.96      8,179,208.48     N      L(25),D(92),O(3)
      70          300          297          65,612.74      9,464,694.26     N      L(27),D(29),O(4)
      71          360          358          61,422.99      8,724,770.41     N      L(36),D(81),O(3)
      72          360          360          57,786.55      9,475,249.41     N      L(25),D(92),O(3)
      73          360          358          57,850.07      8,399,523.43     N      L(26),D(91),O(3)
      74          360          359          59,794.67      8,426,812.22     N      L(48),D(65),O(7)
      75          360          358          55,827.92      8,196,139.99     N      L(24),GRTR2%orYM(93),O(3)
      76          360          357          55,278.51      8,123,828.07     N      L(27),D(87),O(6)
      77          360          360          54,509.70      8,595,512.74     N      L(24),D(93),O(3)
      78           IO           IO             IO          9,000,000.00     N      L(25),D(58),3%(12),2%(12),1%(10),O(3)
      79          360          360          51,634.32      8,041,322.32     Y      L(27),D(89),O(4)
      80          360          360          49,442.97      7,759,896.22     N      L(24),D(90),O(6)
      81          360          360          46,432.03      7,452,498.60     N      GRTR1%orYM(116),O(4)
      82          360          356          46,940.24      6,742,806.26     N      L(28),D(89),O(3)
      83           IO           IO             IO          7,641,000.00     N      L(26),D(88),O(6)
      84          360          360          45,471.94      7,075,898.41     N      L(48),D(29),O(7)
      85          360          359          44,293.46      6,335,308.30     N      L(25),D(92),O(3)
      86          360          360          42,521.72      6,082,396.63     N      L(24),D(93),O(3)
      87          360          360          41,818.03      6,563,189.33     N      L(24),D(90),O(6)
      88          360          360          41,833.62      6,070,966.20     N      L(25),GRTR1%orYM(91),O(4)
      89          360          360          39,397.83      6,253,428.46     N      L(48),D(29),O(7)
      90          360          360          38,494.76      5,787,233.05     N      L(25),D(92),O(3)
      91          360          360          39,118.57      6,161,660.66     N      L(26),GRTR1%orYM(30),O(4)
      92          360          360          35,731.19      5,198,605.18     N      L(24),D(89),O(7)
      93          360          358          35,889.38      5,268,947.14     N      L(24),GRTR2%orYM(93),O(3)
      94          300          295          40,728.54      4,858,779.23     N      L(47),D(71),O(2)
      95           IO           IO             IO          6,195,000.00     Y      L(48),D(68),O(4)
      96          360          360          39,094.90      5,423,238.46     N      L(24),D(92),O(4)
      97          360          360          35,365.78      5,683,373.55     N      L(25),D(91),O(4)
      98          360          359          36,376.72      5,166,549.65     N      L(25),D(92),O(3)
      99          360          360          36,861.59      5,506,835.41     N      L(26),D(54),O(4)
     100          360          360          33,973.61      5,162,475.28     Y      L(26),D(90),O(4)
     101          360          360          32,001.51      4,980,269.23     N      L(26),GRTR1%orYM(90),O(4)
     102          360          360          32,493.08      4,854,212.79     N      L(26),D(54),O(4)
     103          360          359          30,843.10      4,397,730.83     N      L(36),GRTR2%orYM(80),O(4)
     104          360          358          30,064.20      4,769,430.88     N      L(26),D(27),O(7)
     105          360          359          28,577.96      4,185,195.54     N      L(25),D(92),O(3)
     106          240          239          34,933.13      3,239,590.17     N      L(25),D(58),3%(12),2%(12),1%(10),O(3)
     107          360          360          28,144.06      4,368,188.23     N      L(24),D(93),O(3)
     108           IO           IO             IO          4,859,000.00     Y      L(48),D(8),O(4)
     109          360          360          27,335.11      4,238,851.97     N      L(24),D(93),O(3)
     110          300          298          28,302.99      3,504,893.15     N      L(26),D(91),O(3)
     111          360          360          25,522.28      3,713,289.42     N      L(24),D(89),O(7)
     112          360          360          25,522.28      3,713,289.42     N      L(24),D(89),O(7)
     113          360          360          26,604.82      3,976,580.38     N      GRTR2%orYM(117),O(3)
     114          360          360          28,030.01      3,942,196.57     N      L(24),D(89),O(7)
     115          300          295          29,324.55      3,498,321.07     N      L(47),D(71),O(2)
     116          360          359          24,739.65      3,613,175.89     N      L(25),D(91),O(4)
     117          360          360          24,901.83      3,970,160.39     Y      L(25),D(91),O(4)
     118          360          359          24,163.39      3,552,749.96     Y      L(25),D(91),O(4)
     119           IO           IO             IO          4,076,000.00     Y      L(48),D(68),O(4)
     120          360          360          23,573.90      3,658,862.70     N      L(24),D(93),O(3)
     121           IO           IO             IO          3,998,000.00     Y      L(48),D(8),O(4)
     122          300          300          26,180.97      3,285,444.63     Y      L(23),D(93),O(4)
     123          360          360          22,727.32      3,462,350.20     Y      L(24),D(93),O(3)
     124           IO           IO             IO          3,812,000.00     N      L(24),D(93),O(3)
     125          360          360          22,531.39      3,390,300.01     N      L(48),D(69),O(3)
     126           IO           IO             IO          3,742,000.00     Y      L(48),D(68),O(4)
     127          360          359          22,330.91      3,134,906.31     N      L(25),D(92),O(3)
     128          300          298          22,936.91      2,817,177.27     Y      L(26),D(90),O(4)
     129          360          360          22,072.25      3,072,667.42     N      L(24),GRTR2%orYM(93),O(3)
     130           IO           IO             IO          3,478,000.00     Y      L(48),D(68),O(4)
     131          300          297          21,834.83      2,672,182.67     N      L(48),GRTR1%orYM(69),O(3)
     132           IO           IO             IO          3,415,000.00     Y      L(48),D(8),O(4)
     133          240          239          23,576.59      2,126,703.48     N      L(25),D(92),O(3)
     134          360          360          18,167.85      2,908,520.06     N      L(25),D(92),O(3)
     135          300          296          19,860.86      2,401,122.22     N      L(47),D(70),O(3)
     136          360          357          18,488.52      1,765,729.63     N      L(27),D(209),O(4)
     137          360          358          17,412.01      2,522,164.37     N      L(26),D(91),O(3)
     138           IO           IO             IO          2,990,000.00     N      L(26),D(31),O(3)
     139          360          359          17,338.27      2,470,230.71     N      L(25),D(92),O(3)
     140          360          358          16,520.51      2,425,388.37     N      L(24),GRTR2%orYM(93),O(3)
     141           IO           IO             IO          2,809,000.00     Y      L(48),D(68),O(4)
     142          360          359          14,963.17      2,131,842.93     N      L(25),D(92),O(3)
     143          360          358          13,777.90      2,011,562.83     N      L(48),D(68),O(4)
     144           IO           IO             IO          2,379,000.00     Y      L(48),D(8),O(4)
     145           IO           IO             IO          2,321,000.00     Y      L(48),D(68),O(4)
     146           IO           IO             IO          2,142,000.00     Y      L(48),D(68),O(4)
     147           IO           IO             IO          2,043,000.00     Y      L(48),D(68),O(4)
     148           IO           IO             IO          2,015,000.00     Y      L(48),D(8),O(4)
     149           IO           IO             IO          1,885,000.00     Y      L(48),D(8),O(4)
     150           IO           IO             IO          1,799,000.00     Y      L(48),D(8),O(4)
     151           IO           IO             IO          1,375,000.00     Y      L(48),D(8),O(4)
     152          300          294          5,892.12        713,238.09      N      L(47),D(71),O(2)


                                                                                             LTV
                             MORTGAGE   MORTGAGE                          CUT-OFF DATE     RATIO AT
MORTGAGE LOAN    APPRAISED     LOAN        LOAN    APPRAISAL                   LTV       MATURITY OR     YEAR
    NUMBER        VALUE ($)   NUMBER     NUMBER       DATE     DSCR (X)      RATIO           ARD         BUILT     YEAR RENOVATED
------------------------------------------------------------------------------------------------------------------------------------

      1         788,350,000     1           1       01/01/06     1.21        80.00%         70.09%     Various       Various
     1.01       200,000,000    1.01       1.01      01/01/06                                            1990           2005
     1.02       148,000,000    1.02       1.02      01/01/06                                            1994
     1.03       137,000,000    1.03       1.03      01/01/06                                            1991
     1.04        91,600,000    1.04       1.04      01/01/06                                            1993
     1.05        78,700,000    1.05       1.05      01/01/06                                            1989           2001
     1.06        40,000,000    1.06       1.06      01/01/06                                            1994
     1.07        36,500,000    1.07       1.07      01/01/06                                            1995
     1.08        21,500,000    1.08       1.08      01/01/06                                            1991
     1.09        20,750,000    1.09       1.09      01/01/06                                            1998
     1.10        14,300,000    1.10       1.10      01/01/06                                            1994
      2         302,000,000     2           2       02/01/06     1.86        64.57%         58.75%      1978           2005
      3         315,000,000     3           3       09/01/07     1.50        55.56%         50.81%      1957           1999
      4         114,500,000     4           4       12/30/05     1.37        74.24%         69.39%      1975           1999
      5         107,000,000     5           5       03/22/06     1.21        78.04%         72.85%     Various
     5.01                      5.01       5.01                                                          1992
     5.02                      5.02       5.02                                                          2003
     5.03                      5.03       5.03                                                          1990
     5.04                      5.04       5.04                                                          1995
     5.05                      5.05       5.05                                                          1993
     5.06                      5.06       5.06                                                          1990
     5.07                      5.07       5.07                                                          1991
     5.08                      5.08       5.08                                                          1994
     5.09                      5.09       5.09                                                          1991
     5.10                      5.10       5.10                                                          1994
     5.11                      5.11       5.11                                                          1993
      6         145,000,000     6           6       03/22/06     2.02        57.24%         57.24%      1960           2005
      7         118,500,000     7           7       03/01/06     1.83        65.73%         51.44%      1982
      8         102,500,000     8           8       03/01/06     1.50        63.41%         63.41%      1983
      9          75,800,000     9           9       04/09/06     1.24        67.28%         62.81%      1958           2000
      10         65,000,000     10         10       02/28/06     1.28        73.85%         69.54%      1984           2006
      11         68,000,000     11         11       03/01/06     1.42        67.65%         61.88%      2000
      12         56,500,000     12         12       02/14/06     1.38        78.76%         78.76%      1997
      13         60,000,000     13         13       12/19/05     1.22        73.83%         69.12%      1963           1998
      14         55,300,000     14         14       02/01/06     1.08        79.57%         71.99%      1986           2004
      15         51,700,000     15         15       01/05/06     1.20        77.37%         68.58%      1956           2000
      16        247,500,000     16         16       03/01/06     5.46        15.96%         15.96%      1926           2006
      17         62,500,000     17         17       03/01/06     1.20        62.40%         54.06%      1982
      18         51,000,000     18         18       03/29/06     1.29        70.17%         70.17%      1973           2005
      19         83,810,000     19         19       01/17/06     3.52        40.57%         36.42%      1984           2005
      20         48,500,000     20         20       09/24/05     1.67        63.62%         63.62%      2005
      21         34,700,000     21         21       02/10/06     1.20        81.84%         81.84%      1988           2005
      22         39,950,000     22         22       12/02/05     1.46        70.71%         60.47%      1999
      23         37,500,000     23         23       07/06/05     1.50        74.67%         67.44%      1999           2002
      24         34,800,000     24         24       03/01/06     1.26        78.30%         68.12%      1998
      25         37,100,000     25         25       05/23/05     1.20        71.43%         68.70%      1989
      26         42,000,000     26         26       12/17/05     1.24        63.10%         55.51%      1982           2006
      27         33,900,000     27         27       03/16/06     1.20        77.88%         72.81%      1984
      28         33,500,000     28         28       02/28/06     1.20        77.61%         71.14%      1987
      29         30,200,000     29         29       02/10/06     1.20        81.46%         81.46%      1991           2005
      30         38,200,000     30         30       03/21/06     1.61        62.96%         62.96%      1991
      31         32,000,000     31         31       02/28/06     1.28        74.59%         61.55%      1990
      32         37,750,000     32         32       09/01/06     1.80        58.28%         58.28%      2004
      33         28,000,000     33         33       02/18/06     1.31        76.07%         69.65%      1974           2001
      34         26,500,000     34         34       02/12/06     1.25        80.00%         75.06%      1966
      35         26,000,000     35         35       03/03/06     1.20        80.00%         74.68%      1988
      36         26,300,000     36         36       08/01/06     1.23        77.00%         67.94%      1950           2006
      37         28,800,000     37         37       02/22/06     1.22        68.06%         63.38%      1973           1999
      38         23,200,000     38         38       02/08/06     1.21        79.74%         71.74%      1973           2005
      39         22,700,000     39         39       01/20/06     1.20        80.00%         70.59%      1979           2004
      40         24,900,000     40         40       12/27/05     1.40        69.49%         63.14%      1982           1995
      41         23,300,000     41         41       01/26/06     1.24        74.24%         66.75%      2004
      42         22,700,000     42         42       02/21/06     1.23        74.45%         71.61%      2000
      43         24,700,000     43         43       02/07/06     1.26        65.66%         55.02%      1998
      44         24,200,000     44         44       02/15/06     1.49        64.95%         64.95%      2003
      45         23,000,000     45         45       11/02/05     1.20        68.26%         63.38%      2003
      46         20,900,000     46         46       02/14/06     1.24        74.64%         61.59%      1986
      47         19,800,000     47         47       03/04/06     1.20        78.66%         73.47%      1999
      48         19,700,000     48         48       01/27/06     1.28        78.60%         66.50%      1985
      49         18,750,000     49         49       03/16/06     1.20        78.83%         73.70%      1981
      50         18,400,000     50         50       02/09/06     1.23        80.00%         77.11%      1960           2005
      51         20,200,000     51         51       02/14/06     1.50        70.30%         58.01%      1982
      52         28,300,000     52         52       09/01/01     1.55        49.69%         39.51%      2001
      53         19,400,000     53         53       02/14/06     1.40        72.16%         56.41%      2004
      54         18,100,000     54         54       02/19/06     1.20        75.83%         69.51%      2005
      55         18,250,000     55         55       12/06/05     1.37        74.52%         66.80%      1998
      56         17,200,000     56         56       01/06/06     1.32        76.05%         58.71%      1998
      57         19,600,000     57         57       12/23/05     1.84        63.07%         63.07%      2005
      58         16,100,000     58         58       11/01/05     1.21        76.40%         68.65%      1997
      59         18,500,000     59         59       11/08/05     1.79        66.47%         56.11%      1967           2005
      60         17,800,000     60         60       02/20/06     1.53        66.69%         66.69%      1983           2004
      61         19,800,000     61         61       02/28/06     1.57        59.25%         48.89%      1990
      62         15,200,000     62         62       03/07/06     1.25        76.97%         69.37%      1966           2004
      63         15,400,000     63         63       07/16/06     1.23        74.68%         63.87%      1955           2005
      64         16,300,000     64         64       03/09/06     1.26        68.71%         60.82%      1999
      65         14,500,000     65         65       03/04/06     1.21        76.55%         71.52%      1981
      66         14,800,000     66         66       03/21/06     1.24        74.75%         68.44%      1984
      67         14,000,000     67         67       12/28/05     1.31        78.57%         72.99%      2004
      68         16,860,000     68         68       09/21/05     1.80        63.23%         63.23%      2001
    68.01        6,330,000    68.01       68.01     09/21/05                                            2001
    68.02        5,330,000    68.02       68.02     09/21/05                                            2001
    68.03        5,200,000    68.03       68.03     09/21/05                                            2001
      69         15,200,000     69         69       02/23/06     1.52        68.98%         53.81%      1987           2003
      70         14,200,000     70         70       11/29/05     1.72        73.59%         66.65%      1999
      71         13,600,000     71         71       02/03/06     1.22        75.60%         64.15%      1971           1996
      72         13,300,000     72         72       12/28/05     1.38        76.69%         71.24%      1978           2002
      73         12,500,000     73         73       12/27/05     1.20        79.84%         67.20%      1977           2001
      74         14,900,000     74         74       12/15/05     1.40        66.51%         56.56%      2002
      75         14,300,000     75         75       02/07/06     1.25        68.39%         57.32%      1993
      76         14,550,000     76         76       12/02/05     1.59        66.61%         55.83%      1999
      77         12,900,000     77         77       03/04/06     1.26        71.32%         66.63%      1976           2004
      78         12,200,000     78         78       02/09/06     1.47        73.77%         73.77%      2000
      79         12,000,000     79         79       12/05/05     1.19        74.58%         67.01%      1978           2003
      80         10,475,000     80         80       03/17/06     1.21        79.24%         74.08%      1983
      81         10,850,000     81         81       11/02/05     1.22        73.73%         68.69%      1985
      82         13,000,000     82         82       11/02/05     2.03        61.28%         51.87%      1967           1996
      83         11,400,000     83         83       02/11/06     1.45        67.03%         67.03%      2000
      84         9,450,000      84         84       01/18/06     1.34        80.00%         74.88%      1985           1998
      85         14,300,000     85         85       02/23/06     1.33        52.39%         44.30%      2000
      86         10,100,000     86         86       02/07/06     1.42        71.29%         60.22%      1980           2005
      87         9,275,000      87         87       03/17/06     1.21        75.69%         70.76%      1983
      88         10,100,000     88         88       03/02/06     1.51        69.31%         60.11%      1998
      89         8,500,000      89         89       05/30/06     1.20        78.82%         73.57%      1983
      90         9,200,000      90         90       03/02/06     1.21        69.57%         62.90%      1964           2006
      91         9,400,000      91         91       02/21/06     1.45        67.02%         65.55%      1999
      92         26,800,000     92         92       02/14/06     4.38        23.51%         19.40%      1984
      93         9,700,000      93         93       02/07/06     1.21        64.82%         54.32%      1988
      94         8,400,000      94         94       10/13/05     1.43        73.89%         57.84%      1996           2004
      95         8,750,000      95         95       09/24/05     1.75        70.80%         70.80%      2005
      96         8,100,000      96         96       10/03/06     1.20        75.93%         66.95%      1988
      97         9,500,000      97         97       01/27/06     1.23        64.21%         59.82%      1899           2005
      98         7,670,000      98         98       03/01/06     1.23        79.45%         67.36%      1999
      99         11,500,000     99         99       02/01/06     1.84        51.79%         47.89%      1995
     100         7,375,000     100         100      01/10/06     1.29        79.19%         70.00%      1939           2000
     101         7,400,000     101         101      02/16/06     1.20        75.00%         67.30%      1958           2005
     102         10,800,000    102         102      02/01/06     2.07        48.61%         44.95%      2000
     103         6,600,000     103         103      02/10/06     1.26        78.71%         66.63%      1940           1983
     104         8,300,000     104         104      10/04/05     1.21        61.33%         57.46%      1974           1993
     105         6,250,000     105         105      02/01/06     1.27        79.91%         66.96%      1995
     106         8,500,000     106         106      02/16/06     1.26        58.69%         38.11%      1928           1980
     107         6,500,000     107         107      03/01/06     1.27        74.85%         67.20%      1919           2000
     108         7,350,000     108         108      10/01/05     1.66        66.11%         66.11%      1995
     109         5,900,000     109         109      03/10/06     1.21        80.00%         71.84%      1970           2006
     110         17,900,000    110         110      01/31/06     3.26        25.62%         19.58%      1950
     111         6,900,000     111         111      02/28/06     1.63        65.22%         53.82%      1986
     112         6,200,000     112         112      02/28/06     1.37        72.58%         59.89%      1986
     113         6,100,000     113         113      03/04/06     1.21        73.77%         65.19%      2005
     114         7,500,000     114         114      02/15/06     1.22        60.00%         52.56%      2006
     115         6,000,000     115         115      10/20/05     1.33        74.48%         58.31%      2003
     116         5,600,000     116         116      03/01/06     1.32        76.70%         64.52%      2005
     117         5,840,000     117         117      01/05/06     1.32        72.77%         67.98%      1997
     118         5,570,000     118         118      02/01/06     1.20        76.24%         63.78%      2006
     119         6,250,000     119         119      12/09/05     1.88        65.22%         65.22%      2001
     120         5,100,000     120         120      03/10/06     1.22        79.90%         71.74%      1957           2005
     121         6,200,000     121         121      10/17/05     1.94        64.48%         64.48%      1994           2005
     122         6,450,000     122         122      01/27/06     1.10        60.47%         50.94%      1987
     123         4,800,000     123         123      04/01/06     1.27        80.00%         72.13%      1995           2006
     124         5,850,000     124         124      12/12/05     1.89        65.16%         65.16%      2004
     125         4,900,000     125         125      03/06/02     1.20        76.53%         69.19%      1991
     126         5,800,000     126         126      10/31/05     1.93        64.52%         64.52%      2005
     127         4,700,000     127         127      01/06/06     1.31        78.33%         66.70%      2001
     128         5,950,000     128         128      01/04/06     1.59        61.34%         47.35%      1998
     129         6,800,000     129         129      02/10/06     1.70        52.94%         45.19%      1989
     130         5,350,000     130         130      01/01/06     1.91        65.01%         65.01%      2005
     131         4,650,000     131         131      12/22/05     1.23        74.65%         57.47%      1999
     132         5,700,000     132         132      09/21/05     1.95        59.91%         59.91%      2001
     133         5,275,000     133         133      02/02/06     1.53        60.54%         40.32%      2002
     134         4,000,000     134         134      02/21/06     1.25        78.00%         72.71%      1983
     135         4,300,000     135         135      11/11/05     1.22        71.94%         55.84%      2005
     136         4,350,000     136         136      09/29/05     1.35        71.04%         40.59%      2005
     137         5,000,000     137         137      11/09/05     1.62        59.88%         50.44%       NA
     138         4,600,000     138         138      01/05/06     1.75        65.00%         65.00%      2000
     139         3,650,000     139         139      02/07/06     1.21        79.92%         67.68%      1997
     140         4,500,000     140         140      02/07/06     1.21        64.31%         53.90%      1989
     141         4,400,000     141         141      12/02/05     1.89        63.84%         63.84%      2004
     142         3,150,000     142         142      02/07/06     1.22        79.92%         67.68%      1996
     143         3,500,000     143         143      02/15/06     1.53        68.43%         57.47%      2004
     144         3,675,000     144         144      09/21/05     1.99        64.73%         64.73%      1997
     145         4,250,000     145         145      10/13/05     2.37        54.61%         54.61%      2005
     146         4,000,000     146         146      12/22/05     2.35        53.55%         53.55%      2005
     147         3,740,000     147         147      12/23/05     2.29        54.63%         54.63%      2005
     148         3,100,000     148         148      10/24/05     1.83        65.00%         65.00%      1998
     149         2,925,000     149         149      11/11/05     2.01        64.44%         64.44%      2001
     150         3,310,000     150         150      01/15/06     2.00        54.35%         54.35%      2006
     151         2,500,000     151         151      12/20/05     2.46        55.00%         55.00%      1997
     152         1,280,000     152         152      08/18/05     1.26        71.63%         55.72%      1950           2001


                                        CUT-OFF
                                       DATE LOAN                                                                     MOST
                                        AMOUNT                 OCCUPANCY                                            RECENT
MORTGAGE LOAN    NUMBER     UNIT OF   PER (UNIT)   OCCUPANCY      "AS                                              REVENUES
   NUMBER       OF UNITS    MEASURE       ($)         RATE     OF" DATE             MOST RECENT PERIOD                ($)
----------------------------------------------------------------------------------------------------------------------------

      1         3,492,882   Sq. Ft.     180.56      88.99%     11/28/05              T-12 Thru 10/05              75,100,078
    1.01         640,974    Sq. Ft.                 92.26%     11/28/05              T-12 Thru 10/05              12,174,359
    1.02         532,290    Sq. Ft.                 97.12%     11/28/05              T-12 Thru 10/05              15,825,956
    1.03         476,534    Sq. Ft.                 98.34%     11/28/05              T-12 Thru 10/05              14,148,847
    1.04         409,923    Sq. Ft.                 96.51%     11/28/05              T-12 Thru 10/05              10,020,218
    1.05         270,324    Sq. Ft.                 97.28%     11/28/05              T-12 Thru 10/05               7,751,536
    1.06         279,387    Sq. Ft.                 78.77%     11/28/05              T-12 Thru 10/05               3,591,240
    1.07         302,799    Sq. Ft.                 79.42%     11/28/05              T-12 Thru 10/05               4,668,457
    1.08         145,962    Sq. Ft.                 78.92%     11/28/05              T-12 Thru 10/05               1,963,845
    1.09         226,816    Sq. Ft.                 77.66%     11/28/05              T-12 Thru 10/05               3,132,749
    1.10         207,873    Sq. Ft.                 58.13%     11/28/05              T-12 Thru 10/05               1,822,871
      2           1,192      Rooms    163,590.60    71.66%     12/31/05                    2005                   84,465,090
      3          499,554    Sq. Ft.     350.31      100.00%    03/01/06                    2005                   22,286,065
      4          651,601    Sq. Ft.     130.45      95.55%     05/01/06                  YE 2005                  13,005,852
      5          810,615    Sq. Ft.     103.01      96.61%     04/27/06                    2005                   10,573,370
    5.01         79,986     Sq. Ft.                 100.00%    04/27/06
    5.02         95,000     Sq. Ft.                 100.00%    04/27/06
    5.03         92,763     Sq. Ft.                 97.24%     04/27/06
    5.04         81,500     Sq. Ft.                 100.00%    04/27/06
    5.05         77,171     Sq. Ft.                 95.50%     04/27/06
    5.06         74,212     Sq. Ft.                 97.40%     04/27/06
    5.07         72,806     Sq. Ft.                 88.11%     04/27/06
    5.08         71,630     Sq. Ft.                 87.29%     04/27/06
    5.09         60,000     Sq. Ft.                 100.00%    04/27/06
    5.10         53,714     Sq. Ft.                 100.00%    04/27/06
    5.11         51,833     Sq. Ft.                 96.62%     04/27/06
      6          518,744    Sq. Ft.     160.00      89.53%     02/15/06                    2005                   13,158,037
      7          518,409    Sq. Ft.     150.25      100.00%    02/02/06
      8          549,561    Sq. Ft.     118.28      73.37%     01/01/06                    2005                   10,508,366
      9          256,745    Sq. Ft.     198.64      98.16%     04/20/06                    2005                    4,589,878
     10            378       Rooms    126,984.13    69.12%     01/31/06              T-3 Ending 1/06              20,406,620
     11          278,765    Sq. Ft.     165.01      89.10%     02/22/06                    2005                    5,962,274
     12          129,379    Sq. Ft.     343.95      100.00%    02/14/06                    2005                    4,785,561
     13          569,244    Sq. Ft.      77.82      92.90%     04/17/06                    2005                    6,929,841
     14          149,074    Sq. Ft.     295.16      95.32%     01/27/06                    2005                    4,973,124
     15          166,234    Sq. Ft.     240.62      99.08%     04/01/06                    2005                    4,340,245
     16          638,566    Sq. Ft.      61.86      98.78%     02/01/06               Year End 2005               25,026,332
     17          286,429    Sq. Ft.     136.16      84.24%     12/08/05                    2005                    7,392,421
     18          107,664    Sq. Ft.     332.41      92.88%     03/31/06                    2005                    3,064,275
     19            472       Rooms     72,033.90    86.30%     12/31/05                    2005                   27,023,451
     20          226,160    Sq. Ft.     136.43      94.97%     09/30/05
     21            216       Units    131,481.48    90.74%     04/02/06
     22          284,163    Sq. Ft.      99.41      100.00%    02/27/06
     23            319       Rooms     87,774.29    80.92%     01/31/06              T-12 Ending 1/06              9,514,557
     24          249,258    Sq. Ft.     109.32      76.60%     01/01/06               Year End 2005                4,747,156
     25          253,540    Sq. Ft.     104.52      53.54%     02/28/06                    2005                    4,479,996
     26          163,399    Sq. Ft.     162.18      94.86%     01/03/06            2005 YTD ann (10/05)            3,169,131
     27            688       Units     38,372.09    91.42%     04/28/06                 T-12 2/06                  4,749,090
     28            632       Units     41,139.24    83.39%     03/15/06           T-12 Thru 2/06 Annual            4,293,931
     29            184       Units    133,695.65    96.20%     04/02/06
     30            424       Units     56,721.70    95.52%     03/27/06                    2005                    3,695,361
     31          121,043    Sq. Ft.     197.19      99.18%     02/28/06                    2005                    3,490,496
     32          162,187    Sq. Ft.     135.65      94.88%     02/15/06
     33            392       Units     54,336.73    95.15%     02/23/06                    2005                    3,123,594
     34          300,213    Sq. Ft.      70.62      100.00%    01/30/06                    2005                    2,156,105
     35          274,652    Sq. Ft.      75.73      92.32%     04/18/06                    2005                    2,916,830
     36          138,943    Sq. Ft.     145.74      94.16%     03/06/06                    2005                    2,215,261
     37          142,523    Sq. Ft.     137.52      100.00%    04/20/06                    2005                    2,262,921
     38          172,018    Sq. Ft.     107.55      96.23%     01/11/06
     39          115,064    Sq. Ft.     157.83      93.05%     03/01/06                    2005                    2,181,301
     40            243       Rooms     71,201.16    64.21%     12/31/05                    2005                    9,839,546
     41          172,300    Sq. Ft.     100.39      99.19%     04/21/06                    2005                    2,194,509
     42          133,841    Sq. Ft.     126.27      94.92%     03/31/06           2005 Annualized 11/05            1,960,893
     43            142       Units    114,204.60    99.30%     01/31/06                    2005                    1,882,919
     44            312       Units     50,375.00    91.35%     02/28/06                    T-6                     2,099,176
     45            216       Units     72,685.19    92.13%     02/16/06               T-12 as of Jan               2,107,023
     46          108,461    Sq. Ft.     143.83      97.46%     02/01/06                    2005                    3,083,532
     47          72,856     Sq. Ft.     213.78      100.00%    04/01/06                    2005                    1,872,067
     48          106,611    Sq. Ft.     145.24      100.00%    03/16/06                    2005                    2,115,141
     49            384       Units     38,489.58    91.93%     04/28/06                 T-12 2/06                  2,587,056
     50          258,129    Sq. Ft.      57.03      83.63%     04/30/06                    2005                    1,487,798
     51          111,346    Sq. Ft.     127.53      95.68%     02/01/06                    2005                    3,218,042
     52          210,000    Sq. Ft.      66.96      100.00%    05/01/06         Full Year ending 12-31-05          3,613,840
     53            155       Rooms     90,322.58    72.36%     03/31/06              T-12(end Mar 06)              4,356,446
     54            220       Units     62,386.36    85.00%     12/22/05
     55            252       Units     53,968.25    92.46%     03/21/06                T-12M 11/05                 2,544,991
     56          88,679     Sq. Ft.     147.51      100.00%    03/28/06                    2005                    1,961,077
     57          117,593    Sq. Ft.     105.13      100.00%    11/22/05
     58            220       Units     55,909.09    85.91%     03/21/06                 T-12 11/05                 1,766,233
     59            406       Rooms     30,289.80    49.40%     12/31/05                    2005                    6,975,745
     60          86,120     Sq. Ft.     137.83      100.00%    02/06/06                    2005                    1,309,118
     61          82,871     Sq. Ft.     141.57      89.11%     02/28/06                    2005                    2,267,532
     62          86,669     Sq. Ft.     135.00      100.00%    03/01/06                    2005                    1,564,942
     63          220,000    Sq. Ft.      52.27      100.00%    04/01/06
     64          71,462     Sq. Ft.     156.73      98.71%     02/01/06                    2005                    1,455,824
     65          111,381    Sq. Ft.      99.66      95.71%     04/01/06                    2005                    1,546,918
     66            148       Units     74,746.62    98.65%     04/11/06                    2005                    1,596,662
     67          79,112     Sq. Ft.     139.04      100.00%    03/01/06                    2005                    1,171,462
     68          45,360     Sq. Ft.     235.01      100.00%    10/04/05
    68.01        15,120     Sq. Ft.                 100.00%    10/04/05
    68.02        15,120     Sq. Ft.                 100.00%    10/04/05
    68.03        15,120     Sq. Ft.                 100.00%    10/04/05
     69            127       Rooms     82,560.95    73.30%     12/31/05                    2005                    4,072,999
     70            103       Rooms    101,459.73    80.97%     12/31/05         Full Year ending 12-31-05          3,579,918
     71            188       Units     54,685.93    98.40%     01/30/06                    2005                    1,593,838
     72            288       Units     35,416.67    94.10%     03/01/06                    2005                    1,916,206
     73          87,796     Sq. Ft.     113.68      100.00%    12/31/05                    2005                    1,160,172
     74            80        Rooms    123,877.73    79.88%     02/28/06                TTM 2/28/06                 3,429,916
     75            76        Units    128,685.93    100.00%    01/31/06                    2005                    1,229,241
     76          122,041    Sq. Ft.      79.41      100.00%    02/27/06
     77          103,493    Sq. Ft.      88.89      100.00%    04/01/06                    2005                    1,252,979
     78          52,090     Sq. Ft.     172.78      100.00%    03/01/06                    2005                    1,267,591
     79          154,426    Sq. Ft.      57.96      88.25%     02/01/06   10 Months Annualized through 10-31-05    1,762,668
     80            184       Units     45,108.70    94.57%     04/27/06                 T-12 2/06                  1,451,457
     81            124       Units     64,516.13    98.39%     01/17/06                    2005                    1,035,307
     82            256       Rooms     31,119.78    48.62%     12/31/05                    2005                    5,248,180
     83          120,000    Sq. Ft.      63.68      100.00%    03/02/06
     84            226       Units     33,451.33    95.58%     03/31/06              T-12 Thru 10/05               1,450,590
     85          60,000     Sq. Ft.     124.87      91.85%     03/31/06              2005 Annualized               1,354,500
     86          62,572     Sq. Ft.     115.07      95.28%     03/29/06                    2005                     947,799
     87            185       Units     37,945.95    95.14%     04/28/06                  T12 2/06                  1,333,274
     88            86        Beds      81,395.35    93.02%     03/20/06        2005 / T-12 (ending Dec 05)         2,392,041
     89            224       Units     29,910.71    86.61%     03/31/06              T-12 Thru 10/05               1,439,381
     90            56        Units    114,285.71    94.64%     04/05/06                    2005                     773,042
     91            123       Beds      51,219.51    72.40%     01/22/06                    T-12                    2,774,761
     92          138,232    Sq. Ft.      45.58      98.33%     02/01/06                    2005                    4,044,425
     93            88        Units     71,445.76    95.45%     01/31/06                  T-3 1/06                   886,120
     94            149       Rooms     41,653.44    60.40%     12/31/05          2005 6 Months Annualized          2,214,127
     95          88,800     Sq. Ft.      69.76      100.00%    12/22/04
     96          48,800     Sq. Ft.     126.02      85.90%     03/31/06
     97            22        Units    277,272.73    86.36%     03/07/06
     98          127,000    Sq. Ft.      47.98      100.00%    03/20/06
     99            107       Rooms     55,656.87    63.39%     12/31/05                    2005                    2,373,874
     100         54,433     Sq. Ft.     107.29      100.00%    01/06/06         Full Year ending 12-31-05           855,536
     101         31,370     Sq. Ft.     176.92      86.13%     03/01/06                    2005                     488,548
     102           94        Rooms     55,845.91    68.63%     12/31/05                    2005                    2,251,856
     103         73,418     Sq. Ft.      70.76      79.55%     04/01/06                    2005                     929,581
     104           174       Units     29,254.85    89.08%     03/09/06         Full Year ending 12-31-05          1,277,716
     105         66,245     Sq. Ft.      75.40      96.38%     04/11/06              2005 Annualized                644,658
     106         62,328     Sq. Ft.      80.04      95.29%     03/01/06                    2005                     923,965
     107           36        Units    135,138.89    100.00%    03/31/06                    2005                     703,356
     108         95,173     Sq. Ft.      51.05      100.00%    11/01/05
     109           111       Units     42,522.52    94.59%     03/16/06                    2005                     866,275
     110           280       Pads      16,379.96    100.00%    02/28/06           6/05-12/05 Annualized            1,793,403
     111         38,989     Sq. Ft.     115.42      99.27%     02/01/06                    2005                     953,119
     112         38,989     Sq. Ft.     115.42      85.63%     02/01/06                    2005                     859,291
     113         16,367     Sq. Ft.     274.94      84.60%     03/31/06
     114         31,170     Sq. Ft.     144.37      85.02%     04/17/06
     115           77        Rooms     58,033.52    77.67%     12/31/05          2005 6 Months Annualized          1,512,985
     116         22,474     Sq. Ft.     191.13      100.00%    03/01/06
     117         50,560     Sq. Ft.      84.06      100.00%    01/01/06
     118         14,820     Sq. Ft.     286.53      100.00%    02/21/06
     119         13,050     Sq. Ft.     312.34      100.00%    12/20/05
     120           60        Units     67,916.67    95.00%     03/16/06                    2005                     784,117
     121         68,133     Sq. Ft.      58.68      100.00%    09/13/05
     122           121       Pads      32,231.40    96.70%     03/31/06         Full Year ending 12-31-05           689,419
     123         29,680     Sq. Ft.     129.38      100.00%    04/19/06                    2005                     170,236
     124         13,813     Sq. Ft.     275.97      100.00%    11/04/05
     125         38,320     Sq. Ft.      97.86      100.00%    04/18/06                    2005                     407,014
     126         14,739     Sq. Ft.     253.88      100.00%    12/15/05
     127         42,214     Sq. Ft.      87.21      100.00%    01/01/06                    2004                     536,079
     128           278       Pads      13,127.75    80.00%     01/04/06           T-12 through 11-30-05             810,588
     129         40,299     Sq. Ft.      89.33      100.00%    04/19/06                    2005                     782,093
     130         74,596     Sq. Ft.      46.62      100.00%    01/06/06
     131         11,180     Sq. Ft.     310.47      100.00%    01/10/06
     132         23,000     Sq. Ft.     148.48      100.00%    10/01/05
     133           79        Rooms     40,422.24    78.45%     12/31/05                    2005                    1,706,781
     134           100       Units     31,200.00    92.00%     03/07/06              T-12 (end 03/06)               717,471
     135         12,739     Sq. Ft.     242.85      100.00%    11/01/05
     136         10,000     Sq. Ft.     309.01      100.00%    03/22/06
     137         71,000     Sq. Ft.      42.17      100.00%    02/16/06
     138         30,060     Sq. Ft.      99.47      100.00%    02/14/06                    2005                     402,202
     139           80        Units     36,463.03    97.50%     03/08/06            T-12 (end Feb 2006)              486,229
     140           40        Units     72,353.01    90.00%     01/31/06                    2005                     389,759
     141         13,824     Sq. Ft.     203.20      100.00%    01/13/06
     142           88        Units     28,607.36    96.59%     03/08/06            T-12 (end Feb 2006)              424,904
     143          7,200     Sq. Ft.     332.67      100.00%    04/05/06
     144         10,908     Sq. Ft.     218.10      100.00%    11/14/05
     145         14,564     Sq. Ft.     159.37      100.00%    11/29/05
     146         14,564     Sq. Ft.     147.07      100.00%    01/24/06
     147         14,564     Sq. Ft.     140.28      100.00%    01/24/06
     148         10,125     Sq. Ft.     199.01      100.00%    11/03/05
     149         23,942     Sq. Ft.      78.73      100.00%    01/11/06
     150         12,000     Sq. Ft.     149.92      100.00%    12/28/05
     151         11,180     Sq. Ft.     122.99      100.00%    12/22/05
     152          5,058     Sq. Ft.     181.28      100.00%    08/15/05                    2004                     131,892


                  MOST
                 RECENT        MOST         MOST          UW           UW         UW NET       UW NET
MORTGAGE LOAN   EXPENSES      RECENT       RECENT      REVENUES     EXPENSES     OPERATING    CASH FLOW
    NUMBER         ($)       NOI ($)       NCF ($)        ($)          ($)      INCOME ($)       ($)      LARGEST TENANT NAME
------------------------------------------------------------------------------------------------------------------------------------

      1        24,291,394   50,808,684   50,244,858   81,307,368   24,982,151   56,325,217   51,881,207   Various
     1.01       3,871,815   8,302,544     8,193,578   16,518,168    3,891,477   12,626,691   11,953,720   Pottery Barn Outlet
     1.02       4,820,150   11,005,806   10,941,931   16,455,845    4,851,101   11,604,744   10,835,441   Vanity Fair
     1.03       3,820,390   10,328,457   10,204,558   14,597,852    3,968,078   10,629,774    9,898,616   Vanity Fair
     1.04       2,590,042   7,430,176     7,401,481   10,738,450    2,808,930    7,929,519    7,415,225   Pottery Barn
     1.05       2,434,769   5,316,767     5,265,405    7,808,028    2,424,215    5,383,812    4,934,801   Nike
     1.06       1,662,351   1,928,889     1,867,424    3,817,106    1,858,116    1,958,990    1,636,063   Casual Corner Annex
     1.07       1,945,130   2,723,327     2,711,215    4,690,272    1,873,673    2,816,599    2,447,502   VF Outlet
     1.08        681,343    1,282,502     1,231,415    1,874,093     695,374     1,178,719     975,879    Liz Claiborne
     1.09       1,322,144   1,810,605     1,785,655    3,057,196    1,339,815    1,717,381    1,492,480   Liz Claibourne
     1.10       1,143,260    679,611       642,194     1,750,361    1,271,372     478,988      291,480    Bealls
      2        58,717,596   25,747,494   21,545,937   91,641,196   61,387,444   30,253,751   25,683,833
      3         8,705,656   13,580,409   13,503,787   28,050,328    9,271,503   18,778,825   18,103,745   JPMorgan
      4         6,072,907   6,932,945     6,802,625   14,650,572    5,985,048    8,665,524    8,291,827   MPS Group, Inc.// Modis
      5         4,509,740   6,063,630     5,942,037   13,255,104    5,488,157    7,766,947    7,145,816   Various
     5.01                                                                                                 Fitworks
     5.02                                                                                                 Medpace
     5.03                                                                                                 Cincinnati Bell
     5.04                                                                                                 Cincinnati Bell
     5.05                                                                                                 Cincinnati Bell
     5.06                                                                                                 The Urology Group
     5.07                                                                                                 US Bank, National
                                                                                                           Association
     5.08                                                                                                 ITT Educational
     5.09                                                                                                 Orau
     5.10                                                                                                 TriHealth/GHA
     5.11                                                                                                 Infusion Partners
      6         3,919,527   9,238,510     9,134,761   14,915,614    4,510,602   10,405,012    9,879,702   Younkers
      7                                               12,815,515     384,465    12,431,050   11,324,765   Hercules Incorporated
      8         3,858,818   6,649,548     6,513,924    9,910,792    3,605,138    6,305,654    5,706,788   Kaiser Foundation Health
                                                                                                           Plan
      9         1,158,961   3,430,917     3,378,023    5,752,072    1,145,551    4,606,521    4,465,830   Harris Teeter
      10       15,161,100   5,245,520     4,429,258   20,770,913   15,410,023    5,360,890    4,530,054
      11        1,523,895   4,438,379     4,410,502    6,470,592    1,687,883    4,782,709    4,534,406   Qualcomm Inc.
      12        1,290,834   3,494,728     3,477,908    4,976,207    1,321,067    3,655,140    3,543,778   Phillips Place Cinemas
      13        2,651,998   4,277,843     4,198,149    6,780,827    2,659,860    4,120,968    3,897,649   Wal-Mart
      14        1,552,832   3,420,292     3,247,723    5,038,819    1,549,236    3,489,584    3,428,554   NIA-GS
      15         837,017    3,503,228     3,486,605    4,428,652     842,809     3,585,844    3,470,895   ACME
      16       13,314,430   11,711,902   11,552,261   25,418,923   12,566,214   12,852,709   11,737,185   New York City Off-Track
                                                                                                           Betting
      17        3,499,944   3,892,477     3,835,191    7,174,424    3,498,223    3,676,200    3,330,560   Bank of Texas
      18        1,555,535   1,508,740     1,508,740    4,715,288    1,763,437    2,951,852    2,951,852   Synergy Workplaces
      19       18,459,811   8,563,640     7,482,702   27,976,614   18,667,638    9,308,976    8,288,389
      20                                               4,069,706    1,311,155    2,758,550    2,650,233   Hollywood Theatre
      21                                               3,270,144     983,876     2,286,268    2,243,068
      22                                               4,212,341    1,324,415    2,887,926    2,802,099   Quantum Corp.
      23        5,918,040   3,596,517     3,216,013    9,325,339    5,939,669    3,385,670    3,012,656
      24        2,081,067   2,666,089     2,628,429    4,346,703    2,005,708    2,340,995    2,215,939   VF Factory Outlet
      25         707,380    3,772,616     3,721,908    3,515,594     890,700     2,624,893    2,338,500   Accuray, Incorporated
      26         826,325    2,342,806     2,277,447    3,348,091     866,301     2,481,790    2,284,862   Ralph's
      27        2,404,888   2,344,202     2,172,202    4,858,706    2,423,120    2,435,586    2,263,586
      28        1,971,098   2,322,833     2,224,873    4,303,832    2,017,163    2,286,669    2,188,709
      29                                               2,830,856     846,517     1,984,339    1,947,539
      30        1,367,881   2,327,480     2,221,480    3,637,885    1,431,765    2,206,120    2,100,120
      31        1,150,053   2,340,443     2,296,868    3,462,623    1,148,988    2,313,635    2,080,690   The Lending Connection
      32                                               3,081,500     819,473     2,262,027    2,195,831   Ross Stores, Inc.
      33        1,182,901   1,940,693     1,842,693    3,196,114    1,162,049    2,034,065    1,936,065
      34         833,379    1,322,726     1,322,726    2,841,475     853,958     1,987,517    1,953,128   Parking Garage
      35         734,277    2,182,553     2,141,355    3,271,310    1,319,795    1,951,514    1,761,065   Cub Foods
      36         511,453    1,703,808     1,676,019    2,338,986     505,319     1,833,668    1,757,467   Shop Rite
      37         561,859    1,701,062     1,672,557    2,343,188     586,981     1,756,207    1,664,219   Home Depot
      38                                               2,015,454     358,453     1,657,001    1,566,093   Albertson's
      39         473,873    1,707,428     1,684,415    2,109,651     485,236     1,624,416    1,531,010   Clemens Markets, Inc.
      40        7,509,307   2,330,239     1,936,657    9,839,564    7,553,238    2,286,327    1,892,744
      41         642,721    1,551,788     1,397,334    2,274,000     736,976     1,537,024    1,498,194   Belk
      42         500,304    1,460,589     1,447,205    2,253,741     559,759     1,693,982    1,454,834   Starkey Laboratories, Inc
      43         517,762    1,365,157     1,329,657    1,969,764     529,688     1,440,076    1,404,576
      44         963,453    1,135,723     1,073,323    2,383,201     960,908     1,422,293    1,359,893
      45         745,144    1,361,879     1,318,679    2,096,484     776,904     1,319,580    1,276,380
      46        1,667,375   1,416,157     1,398,803    3,107,362    1,642,001    1,465,361    1,317,530   The Prudential Insurance
                                                                                                           Co.
      47         497,653    1,374,414     1,367,128    1,957,846     588,130     1,369,716    1,324,774   Rick Engineering
      48         611,496    1,503,645     1,484,455    2,161,242     578,327     1,582,915    1,408,272   Walgreens
      49        1,321,367   1,265,689     1,169,689    2,721,995    1,358,430    1,363,565    1,267,565
      50         350,720    1,137,078     1,098,359    1,749,023     338,243     1,410,780    1,307,264   Dunlaps
      51        1,748,947   1,469,095     1,451,280    3,353,537    1,742,394    1,611,143    1,452,731   Ear Professionals
      52        1,095,319   2,518,521     2,518,521    3,389,522     964,490     2,425,032    2,193,532   EDS Information Services,
                                                                                                            LLC
      53        2,516,327   1,840,119     1,665,863    4,426,446    2,689,895    1,736,551    1,559,493
      54                                               1,860,813     659,236     1,201,577    1,157,577
      55        1,249,001   1,295,990     1,232,486    2,530,530    1,188,190    1,342,340    1,278,836
      56         820,508    1,140,569     1,131,701    2,240,984     823,321     1,417,662    1,324,168   Carolina Orthopaedics &
                                                                                                           Sport Medicine
      57                                               1,255,658     12,557      1,243,101    1,231,342   BJ's
      58         799,115     967,118       909,918     1,882,115     786,026     1,096,089    1,038,889
      59        5,270,884   1,704,861     1,704,861    7,106,871    5,285,522    1,821,349    1,537,074
      60         397,693     911,425       874,394     1,473,257     365,162     1,108,095    1,034,417   The Fresh Market
      61         751,221    1,516,311     1,485,649    2,161,451     749,294     1,412,157    1,256,693   Syspro Impact Software
      62         347,579    1,217,363     1,204,362    1,409,406     320,921     1,088,485    1,035,037   Modell's Sporting Goods
      63                                               1,480,173     412,307     1,067,866    1,045,852   Seven for All Mankind, LLC
      64         421,888    1,033,936     1,023,217    1,567,296     456,622     1,110,674    1,010,689   First Franklin
      65         444,014    1,102,904     1,086,197    1,531,579     494,974     1,036,605     954,426    Office Depot
      66         527,653    1,069,009     1,032,009    1,637,007     643,145      993,862      956,862
      67         586,538     584,924       535,212     1,684,738     619,438     1,065,300     976,477    Plante & Moran
      68                                               1,087,500     32,625      1,054,875    1,050,339   Walgreens
    68.01                                               408,000      12,240       395,760      394,248    Walgreens
    68.02                                               344,000      10,320       333,680      332,168    Walgreens
    68.03                                               335,500      10,065       325,435      323,923    Walgreens
      69        2,576,004   1,496,995     1,496,995    4,030,162    2,615,894    1,414,268    1,253,062
      70        1,934,400   1,645,518     1,502,321    3,357,133    1,867,267    1,489,866    1,355,581
      71         682,562     911,276       864,276     1,646,543     698,207      948,336      901,336
      72        1,200,828    715,378       643,378     2,012,749     986,568     1,026,181     954,181
      73         248,099     912,073       903,294     1,327,517     442,089      885,428      833,699    Sweetbay
      74        2,292,322   1,137,594     1,137,594    3,409,540    2,266,489    1,143,051    1,006,669
      75         397,214     832,027       807,175     1,270,572     410,270      860,302      835,450
      76                                               1,747,066     539,904     1,207,162    1,052,512   Quantum Corp.
      77         397,412     855,567       835,903     1,272,298     393,838      878,460      820,987    Ace Hardware
      78         410,161     857,430       851,180     1,231,068     409,129      821,939      753,453    Northside Hospital
      79        1,143,322    619,346       619,346     1,986,446    1,082,406     904,040      738,372    Gehan Homes
      80         776,252     675,205       629,205     1,537,394     775,862      761,532      715,532
      81         416,521     618,786       587,786     1,106,780     393,308      713,472      682,472
      82        3,899,754   1,348,426     1,348,426    5,371,390    4,013,400    1,357,990    1,143,135
      83                                                655,000       6,550       648,450      648,450    Wal-Mart (Ground Lease)
      84         888,799     561,791       516,591     1,610,138     834,664      775,474      730,274
      85         443,189     911,311       884,098     1,325,870     536,066      789,804      705,962    PGA of America
      86         142,352     805,447       797,313      893,523      134,042      759,481      724,400    SuperValu, Lakeside
      87         704,333     628,941       582,691     1,353,870     702,678      651,192      604,942
      88        1,710,052    681,989       660,489     2,474,488    1,694,957     779,531      758,031
      89         989,165     450,216       450,216     1,439,381     871,613      567,768      567,768
      90         280,328     492,714       481,514      803,520      233,374      570,146      558,946
      91        2,084,908    689,853       659,103     2,829,362    2,117,404     711,958      681,208
      92        1,976,987   2,067,438     2,046,703    4,047,779    1,982,224    2,065,555    1,876,210   Soo Mi Kim
      93         312,048     574,072       552,072      899,729      356,487      543,242      521,242
      94        1,405,891    808,236       719,671     2,214,127    1,425,413     788,714      700,149
      95                                                908,864      308,475      600,389      562,597    Kohl's
      96         117,139                                813,421      199,090      614,331      563,301    Children Bureau
      97                                                664,582      136,737      527,845      522,037
      98                                                853,954      283,157      570,797      538,139    Property Solutions
                                                                                                           International (PSI)
      99        1,466,293    907,581       812,626     2,368,156    1,458,997     909,159      814,433
     100         190,412     665,124       665,124      835,951      228,469      607,482      525,334    Panera Bread Company
     101         140,488     348,060       341,786      637,463      159,055      478,408      460,801    CVS Pharmacy
     102        1,379,263    872,593       782,519     2,336,795    1,435,356     901,438      807,967
     103         483,523     446,058       435,045      999,646      491,944      507,703      464,961    County of Lake
     104         590,672     687,044       594,818     1,204,291     719,674      484,617      437,202
     105         158,830     485,828       479,203      632,546      161,846      470,700      434,785    Star Market
     106         408,172     515,793       509,561     1,015,816     420,018      595,797      529,939    Rosser International
     107         334,503     368,853       359,853      747,972      308,954      439,018      430,018
     108                                                547,282      47,997       499,285      446,464    Lowe's
     109         440,592     425,683       391,051      886,160      456,196      429,964      395,332
     110        1,398,886    394,517       384,717     1,790,233     673,873     1,116,360    1,106,560
     111         425,441     527,678       513,642     1,000,929     426,724      574,205      500,584    Volt Information Sciences
     112         491,837     367,454       353,418      988,396      495,704      492,692      420,114    Information Management
                                                                                                           Resources
     113                                                541,602      144,325      397,277      385,100    Championship Grill
     114                                                550,078      117,522      432,556      409,456    The Wine Cellar
     115         892,589     620,396       559,877     1,401,703     878,060      523,644      467,576
     116                                                521,868      109,104      412,764      390,989    Goodwill Thrift Store
     117                                                662,588      234,291      428,297      393,959    Conn's Appliances
                                                                                                           (CAI, LP)
     118                                                353,000       3,530       349,470      347,988    Walgreens
     119                                                435,130       4,351       430,779      429,474    CVS
     120         393,442     390,675       371,655      725,351      362,253      363,098      344,078
     121                                                445,632       4,456       441,176      434,362    Federal Express
     122         225,998     463,421       463,421      632,110      275,271      356,839      345,828
     123         86,002       84,234       81,266       565,112      194,780      370,332      345,319    Carle Foundation
     124                                                375,714       3,757       371,956      370,575    CVS
     125         63,604      343,410       339,578      391,991      61,241       330,750      324,538    Harris Teeter
     126                                                380,000       3,800       376,200      374,726    Walgreens
     127         95,870      440,209       435,988      486,069      123,243      362,826      352,362    BI-LO
     128         298,071     512,517       512,517      834,342      350,571      483,771      438,735
     129         234,146     547,947       541,902      761,258      282,763      478,495      450,841    Amity Food Corp.
     130                                                388,360       3,884       384,476      377,017    Academy Sports
     131                                                330,738       3,307       327,431      323,098    Rite Aid
     132                                                398,763      11,963       386,800      384,500    La-Z Boy
     133        1,181,436    525,345       457,074     1,696,070    1,194,497     501,573      433,730
     134         403,095     314,376       288,276      699,940      400,596      299,344      273,244
     135                                                347,537      53,102       294,435      291,505    Eckerd
     136                                                385,402      72,581       312,821      299,191    Pei We
     137                                                348,200       3,482       344,718      337,618    Hannaford (Ground Lease)
     138         59,461      342,741       339,735      411,121      66,876       344,245      329,849    Office Depot
     139         180,015     306,214       286,214      481,224      210,167      271,057      251,057
     140         131,516     258,243       246,923      390,320      139,378      250,942      239,622
     141                                                302,484       3,025       299,459      298,077    CVS
     142         107,192     317,712       295,712      421,515      180,807      240,708      218,708
     143                                                313,251      58,649       254,602      253,738    Regions Bank
     144                                                265,249       2,652       262,597      261,506    CVS
     145                                                321,021       3,210       317,811      316,355    Rite Aid
     146                                                296,134       2,961       293,173      291,716    Rite Aid
     147                                                275,148       2,751       272,396      270,940    Rite Aid
     148                                                206,601       2,066       204,535      203,320    CVS
     149                                                221,464       2,215       219,249      216,855    Staples
     150                                                223,440       2,234       221,206      211,096    David's Bridal
     151                                                200,206       2,002       198,204      196,527    Rite Aid
     152         22,821      109,071       109,071      124,325      28,515       95,810       89,001     Statscript


                                                                                                              2ND
                                                                                                   2ND      LARGEST
                LARGEST    LARGEST       LARGEST                                                 LARGEST   TENANT %    2ND LARGEST
MORTGAGE LOAN    TENANT    TENANT      TENANT EXP.                                                TENANT      OF          TENANT
    NUMBER      SQ. FT.   % OF NRA        DATE        2ND LARGEST TENANT NAME                    SQ. FT.      NRA       EXP. DATE
------------------------------------------------------------------------------------------------------------------------------------

      1         Various    Various       Various      Various                                    Various    Various      Various
     1.01        63,332     9.88%       01/31/18      Neiman Marcus Last Call                     28,048     4.38%       01/31/21
     1.02        26,842     5.04%       11/30/09      Old Navy                                    20,188     3.79%       10/31/10
     1.03        23,272     4.88%       12/31/08      Off 5th Saks                                19,804     4.16%       12/31/11
     1.04        27,890     6.80%       01/31/11      Nike                                        13,840     3.38%       06/30/07
     1.05        17,500     6.47%       05/31/07      Bass Company Store                          9,200      3.40%       12/31/09
     1.06        11,036     3.95%       08/31/06      Liz Claiborne                               10,955     3.92%       03/31/15
     1.07        22,161     7.32%       03/31/10      Burke's                                     13,848     4.57%       09/30/07
     1.08        12,000     8.22%       12/31/09      Mikasa                                      8,120      5.56%       09/30/07
     1.09        12,048     5.31%       03/31/09      Gap                                         9,050      3.99%       04/30/06
     1.10        15,401     7.41%       11/30/07      Nike                                        9,012      4.34%       06/30/10
      2
      3          72,251     14.5%       05/31/13      Time Inc.                                   67,079     13.4%       08/31/10
      4         113,927    17.48%       03/31/11      GSA/IRS                                    109,011     16.73%      11/02/10
      5         Various    Various       Various      Various                                    Various    Various      Various
     5.01        33,174    41.47%       06/30/14      Skeffington's                               12,031     15.04%      01/31/07
     5.02        95,000    100.00%      12/31/13
     5.03        77,596    83.65%       07/17/15      Walgreens                                   3,742      4.03%       04/30/09
     5.04        81,500    100.00%      07/17/15
     5.05        39,400    51.06%       07/17/15      Fidelity Mortgage, Inc.                     12,050     15.61%      08/31/10
     5.06        33,433    45.05%       09/30/12      Medisync, Inc.                              12,395     16.70%      09/30/09
     5.07        15,125    20.77%       03/31/10      Katzen International                        9,247      12.70%      07/31/16
     5.08        33,593    46.90%       03/08/11      Bethesda, Inc.                              19,248     26.87%      05/31/11
     5.09        30,000    50.00%       01/05/07      Cincinnati Bell                             30,000     50.00%      07/17/15
     5.10        23,676    44.08%       06/30/08      ADT Security Services                       12,724     23.69%      07/17/10
     5.11        10,253    19.78%       07/31/07      Concentra Health Services                   8,973      17.31%      07/31/15
      6         102,225    19.71%       12/13/10      Steve & Barry's                             80,083     15.44%      01/31/11
      7         518,409    100.00%      05/31/13
      8         170,074    30.95%       10/31/11      AFA Service Corp.                           21,091     3.84%       07/31/12
      9          51,941    20.23%       09/30/26      Stein Mart, Inc.                            35,698     13.90%      08/31/09
      10
      11         99,725    35.77%       01/18/08      Mohler Nixon & Williams                     39,770     14.27%      12/31/12
      12         30,000    23.19%       11/14/16      Dean and Deluca                             9,365      7.24%   Multiple Spaces
      13        116,605    20.48%       01/31/23      Storage Partners of Cheltenham, PA         102,089     17.93%      07/31/23
      14         43,475    29.16%       09/30/11      IRS-GS                                      29,643     19.88%      11/30/06
      15         61,000    36.70%       02/11/24      Paoli Pharmacy                              13,724     8.26%       11/30/10
      16        148,748    23.29%    Multiple Spaces  Hard Rock Cafe                              44,970     7.04%       01/10/21
      17         43,851    15.31%       05/31/11      Abby Office Centers                         17,580     6.14%       11/30/08
      18         25,602    23.78%       01/31/16      City National Bank                          24,641     22.89%      09/30/08
      19
      20         30,000    13.26%       04/30/20      TJ Maxx                                     28,000     12.38%      05/31/15
      21
      22        284,163    100.00%   Multiple Spaces
      23
      24         21,044     8.44%       03/31/08      Liz Claiborne                               12,000     4.81%       08/31/09
      25         72,576    28.63%       02/29/08      Medarex, Inc.                               36,676     14.47%      10/31/09
      26         58,004    35.50%       09/30/17      Five Star Theaters                          13,700     8.38%         MTM
      27
      28
      29
      30
      31         26,156    21.61%       09/30/07      Pacific Mercantile Bank                     23,974     19.81%      05/31/09
      32         30,187    18.61%       01/31/16      Linens-n-Things                             27,203     16.77%      01/31/16
      33
      34        271,452    90.42%          NA         AMPCO                                       18,750     6.25%       04/30/10
      35         62,400    22.72%       04/01/13      Office Depot                                26,725     9.73%       04/01/07
      36         58,074    41.80%       03/31/19      Office Depot                                21,544     15.51%      06/30/13
      37        101,928    71.52%       01/31/12      Staples                                     24,049     16.87%      12/31/14
      38         48,296    28.08%       11/30/13      G.I. Joe's                                  48,235     28.04%      05/31/20
      39         32,705    28.42%       11/30/22      Eckerd                                      8,640      7.51%       11/11/09
      40
      41         66,247    38.45%       03/21/24      Publix Super Markets, Inc.                  54,379     31.56%      11/30/23
      42         34,896    26.07%       09/30/10      Card Guard Technologies                     24,766     18.50%      01/14/09
      43
      44
      45
      46         15,098    13.92%       05/31/08      E. Sun Bank                                 10,858     10.01%      05/14/10
      47         10,513    14.43%       09/30/09      Sullivans                                   7,514      10.31%      09/30/09
      48         9,394      8.81%       07/31/10      Lockheed Martin Integrated Systems, Inc.    9,020      8.46%       06/30/06
      49
      50         42,500    16.46%       04/30/14      Anthony's                                   37,925     14.69%      01/31/10
      51         4,293      3.86%       09/30/06      Del Terra Real Estate Services              3,701      3.32%       05/31/07
      52        210,000    100.00%      09/30/11
      53
      54
      55
      56         17,385    19.60%       02/15/14      Gaston Radiology                            13,000     14.66%      08/01/21
      57        117,593    100.00%      01/31/26
      58
      59
      60         21,017    24.40%       07/31/19      West Marine                                 7,036      8.17%       09/30/13
      61         19,318    23.31%       07/14/08      Loan Correspondents                         14,306     17.26%      05/23/08
      62         17,485    20.17%       01/31/21      Michaels Stores                             15,884     18.33%      01/31/09
      63        220,000    100.00%      03/31/21
      64         13,022    18.22%       03/07/09      The Penn Mutual Life Insurance              10,412     14.57%      11/30/07
      65         28,654    25.73%       03/21/09      Big Lots                                    17,640     15.84%      05/31/10
      66
      67         28,236    35.69%       04/30/15      Stryker - Leibinger                         27,478     34.73%      04/30/12
      68         15,120    33.33%        Various
    68.01        15,120    100.00%      10/31/21
    68.02        15,120    100.00%      02/28/21
    68.03        15,120    100.00%      12/31/21
      69
      70
      71
      72
      73         44,810    51.04%       11/02/21      ACE Hardware                                12,900     14.69%      06/30/10
      74
      75
      76        122,041    100.00%   Multiple Spaces
      77         28,222    27.27%       10/14/11      OSCO                                        28,000     27.05%      01/31/07
      78         52,090    100.00%      12/31/09
      79         11,053     7.16%       01/31/09      TSC Engineering                             8,630      5.59%       11/30/10
      80
      81
      82
      83        120,000    100.00%      07/14/25
      84
      85         30,000    50.00%       01/31/16      CTX Mortgage Company LLC                    4,974      8.29%       11/30/08
      86         27,500    43.95%       06/30/23      Aurora Pharmacy (frmr Snyder Drug)          11,592     18.53%      06/30/21
      87
      88
      89
      90
      91
      92         9,902      7.16%    Multiple Spaces  Metropolitan Life Insurance                 9,144      6.61%       10/31/10
      93
      94
      95         88,800    100.00%      01/31/26
      96         6,700     13.73%       08/31/06      Progresso Market                            6,000      12.30%      08/31/09
      97
      98        127,000    100.00%      09/20/15
      99
     100         48,172    88.50%       10/31/10      Outback Steakhouse                          6,261      11.50%      08/31/10
     101         11,970    38.16%       01/31/31      Blockbuster                                 8,000      25.50%      07/18/09
     102
     103         16,622    22.64%    Multiple Spaces  State of IL Administration Office           6,053      8.24%       06/30/09
     104
     105         44,000    66.42%       01/31/15      Big B Drugs                                 8,470      12.79%      01/31/10
     106         56,694    90.96%       08/24/12      Trent Jones, D.D.S., P.C.                   2,691      4.32%       02/28/13
     107
     108         95,173    100.00%      04/30/15
     109
     110
     111         5,203     13.34%       03/14/08      Plural Venture Partners, Inc                3,079      7.90%         MTM
     112         4,581     11.75%       11/30/06      Tiempo Escrow II                            4,551      11.67%      11/10/09
     113         7,744     47.31%       08/14/15      Pizzeria Laferlita                          2,510      15.34%      03/31/15
     114         5,400     17.32%       05/31/12      The San Francisco Bread Co.                 4,800      15.40%      10/31/11
     115
     116         9,653     42.95%       11/30/10      BBs Children's House                        3,744      16.66%      03/31/10
     117         37,909    74.98%       08/31/17      Goodwill                                    12,651     25.02%      08/31/09
     118         14,820    100.00%      03/31/31
     119         13,050    100.00%      07/05/26
     120
     121         68,133    100.00%      09/30/15
     122
     123         29,680    100.00%      03/31/17
     124         13,813    100.00%      05/12/24
     125         32,960    86.01%       11/11/16      Endless Summer                              2,660      6.94%       11/30/10
     126         14,739    100.00%      12/31/30
     127         35,914    85.08%       11/30/21      CATO                                        3,570      8.46%       01/31/07
     128
     129         14,015    34.78%    Multiple Spaces  Dollar Store / Gita Bhairam                 6,390      15.86%      09/30/13
     130         74,596    100.00%      01/31/26
     131         11,180    100.00%      07/31/20
     132         23,000    100.00%      10/31/15
     133
     134
     135         12,739    100.00%      09/12/25
     136         3,100     31.00%       09/30/25      Starbucks                                   1,770      17.70%      09/30/15
     137         71,000    100.00%      11/30/30
     138         20,060    66.73%       12/31/15      Hibbett Sporting                            5,000      16.63%      01/31/11
     139
     140
     141         13,824    100.00%      06/10/24
     142
     143         4,200     58.33%       12/31/25      Wendy's (Ground Lease)                      3,000      41.67%      12/31/19
     144         10,908    100.00%      08/28/17
     145         14,564    100.00%      01/31/26
     146         14,564    100.00%      01/31/26
     147         14,564    100.00%      01/31/26
     148         10,125    100.00%      01/31/19
     149         23,942    100.00%      06/30/16
     150         12,000    100.00%      12/31/15
     151         11,180    100.00%      02/28/17
     152         2,138     42.27%       10/14/06      Weekday Gourmet                             1,470      29.06%      08/20/08


                                                        3RD        3RD
                                                      LARGEST    LARGEST      3RD LARGEST
MORTGAGE LOAN                                       TENANT SQ.   TENANT %     TENANT EXP.
    NUMBER      3RD LARGEST TENANT NAME                 FT.       OF NRA          DATE         LOCKBOX
---------------------------------------------------------------------------------------------------------

      1         Various                               Various    Various        Various         Day 1
     1.01       Gap Outlet                            23,876      3.72%         03/31/09
     1.02       Nike                                  13,475      2.53%         02/28/10
     1.03       Nike                                  15,076      3.16%         11/30/08
     1.04       Brooks Brothers                       10,065      2.46%         12/31/08
     1.05       Polo Ralph Lauren                      9,200      3.40%         10/31/08
     1.06       Reebok/Rockport                       10,469      3.75%         08/31/07
     1.07       Nike                                  13,452      4.44%         11/30/07
     1.08       Bass                                   7,504      5.14%           MTM
     1.09       Dress Barn                             8,951      3.95%         06/30/08
     1.10       Dress Barn                             9,008      4.33%         12/31/06
      2                                                                                         Day 1
      3         Mass Mutual Life                      65,992      13.2%         01/31/09        Day 1
      4         Regency Centers                       64,887      9.96%         06/30/17        Day 1
      5         Various                               Various    Various        Various         Day 1
     5.01       Youthland Academy                      8,850      11.06%        01/31/16
     5.02
     5.03       Kaplan Educational Center              3,460      3.73%         07/31/10
     5.04
     5.05       Greater Cinti Hospital                 6,628      8.59%         06/30/09
     5.06       Progressive Casualty                  10,350      13.95%        01/31/08
     5.07       Leukemia Lymphoma Society              6,922      9.51%         11/30/12
     5.08       American Nursing                       6,200      8.66%         05/31/11
     5.09
     5.10       Everest/Dialysis Specialists          10,172      18.94%        01/31/07
     5.11       Landmark                               7,926      15.29%        01/31/07
      6         Circuit City                          32,545      6.27%         01/31/17        Day 1
      7                                                                                         Day 1
      8         National Cable Communications         16,646      3.03%         03/31/10
      9         Marshalls                             35,000      13.63%        01/31/21
      10
      11        Aoptix Technologies                   28,927      10.38%        06/30/10
      12        Restoration Hardware                   8,850      6.84%         09/30/12      Springing
      13        Pathmark Stores, Inc.                 64,636      11.35%        08/31/20        Day 1
      14        Modells                               20,694      13.88%        03/31/09
      15        Pier One Imports                      12,400      7.46%         02/28/12
      16        Atkinson Koven Feinberg Engineers     38,025      5.95%         10/19/14        Day 1
      17        Park City Club                        16,657      5.82%         12/31/17        Day 1
      18        EH World                               8,935      8.30%         10/30/14
      19                                                                                        Day 1
      20        Michaels                              21,300      9.42%         06/30/15      Springing
      21                                                                                      Springing
      22                                                                                        Day 1
      23                                                                                        Day 1
      24        Dress Barn                            10,306      4.13%         12/31/10        Day 1
      25        Airmagnet, Inc.                       26,496      10.45%        01/31/08        Day 1
      26        U Save Furniture                       9,510      5.82%           MTM
      27                                                                                        Day 1
      28                                                                                        Day 1
      29                                                                                      Springing
      30
      31        Assistance in Marketing, Inc           8,703      7.19%         10/31/09
      32        Petsmart                              22,693      13.99%        01/31/20        Day 1
      33                                                                                      Springing
      34        Business Improvement District          8,500      2.83%           MTM           Day 1
      35        AJ Wright                             25,025      9.11%         04/01/12      Springing
      36        GSA                                   12,010      8.64%         10/31/14
      37        Frantones Pizza                        5,500      3.86%           MTM         Springing
      38        Rite Aid                              29,928      17.40%        11/30/13        Day 1
      39        Burger King (pad)                      7,800      6.78%         10/31/09
      40
      41        Blockbuster                            5,816      3.38%         03/31/09
      42        Centocor Research & Dev               21,881      16.35%        10/31/07      Springing
      43
      44                                                                                        Day 1
      45                                                                                      Springing
      46        American Continental Bank              8,194      7.55%         02/28/10
      47        Realty Executives                      6,662      9.14%         10/31/11
      48        American Management                    8,190      7.68%         12/31/06
      49                                                                                        Day 1
      50        Ross Dress for Less                   30,450      11.80%        01/31/16        Day 1
      51        Homewide Lending Corporation           3,554      3.19%           MTM
      52
      53
      54                                                                                      Springing
      55                                                                                      Springing
      56        Gaston Medical Group                  10,353      11.67%        01/31/14
      57                                                                                      Springing
      58                                                                                      Springing
      59                                                                                        Day 1
      60        Bonefish Grill                         5,086      5.91%         11/30/14
      61        TWI Cable Inc.                        10,273      12.40%        01/31/07
      62        Tweeter                               14,283      16.48%        09/30/19
      63
      64        Cowboy Properties, LLC                 5,724      8.01%     Multiple Spaces
      65        Ina / Thornydale, LLC                 14,490      13.01%        10/02/63
      66                                                                                      Springing
      67        Merrill Lynch                          6,143      7.76%         05/31/15
      68                                                                                      Springing
    68.01
    68.02
    68.03
      69
      70                                                                                        Day 1
      71
      72
      73        Dollar General                         6,500      7.40%         10/31/07
      74                                                                                        Day 1
      75
      76                                                                                        Day 1
      77        Baum's Sporting Goods                  5,400      5.22%         04/30/12
      78
      79        Vita-Living, Inc.                      8,131      5.27%         03/31/10        Day 1
      80                                                                                        Day 1
      81                                                                                      Springing
      82                                                                                        Day 1
      83
      84
      85        Sellers Kuykendall                     4,149      6.92%         02/28/11      Springing
      86        Bear Realty of Salem                   7,320      11.70%        02/29/16
      87                                                                                        Day 1
      88
      89
      90                                                                                      Springing
      91
      92        GITI Tire (USA) Ltd.                   6,310      4.56%         09/14/06
      93
      94                                                                                      Springing
      95                                                                                      Springing
      96        Doublz                                 4,800      9.84%         04/30/15
      97
      98                                                                                      Springing
      99                                                                                        Day 1
     100                                                                                        Day 1
     101        Happy Soles/Birkenstock Inc.           2,400      7.65%         09/30/06
     102                                                                                        Day 1
     103        Ancel Glink                            5,641      7.68%         12/31/08
     104
     105        Family Vision Care                     1,800      2.72%         07/31/07      Springing
     106
     107
     108                                                                                      Springing
     109
     110
     111        Snelling and Snelling, Inc             2,886      7.40%           MTM
     112        Analog Devices, Inc.                   3,963      10.16%        07/24/06
     113        Perceptions Salon & Spah-aa            1,612      9.85%         08/15/10
     114        The Cato Corp                          4,160      13.35%        01/31/11
     115                                                                                      Springing
     116        Casa Amiga Warehouse, Inc.             2,092      9.31%         04/30/11      Springing
     117                                                                                        Day 1
     118                                                                                      Springing
     119                                                                                      Springing
     120
     121                                                                                      Springing
     122                                                                                        Day 1
     123                                                                                      Springing
     124
     125        Aly Deli                               1,400      3.65%         07/31/08
     126                                                                                      Springing
     127        Subway                                 1,680      3.98%         11/30/06
     128                                                                                        Day 1
     129        Rent-A-Center                          3,762      9.34%         08/31/15
     130                                                                                      Springing
     131                                                                                      Springing
     132                                                                                      Springing
     133
     134
     135
     136        Hair Cuttery                           1,480      14.80%        02/28/11
     137
     138        Check Into Cash                        2,500      8.32%         12/31/07
     139
     140
     141                                                                                      Springing
     142
     143
     144                                                                                      Springing
     145                                                                                      Springing
     146                                                                                      Springing
     147                                                                                      Springing
     148                                                                                      Springing
     149                                                                                      Springing
     150                                                                                      Springing
     151                                                                                      Springing
     152        T-Mobile / VoiceStream                 1,450      28.67%        08/09/07      Springing


                       LARGEST AFFILIATED SPONSOR FLAG         MORTGAGE
 MORTGAGE LOAN             (> THAN 4% OF POOL, LOAN              LOAN
     NUMBER                GROUP 1 OR LOAN GROUP 2)             NUMBER
------------------------------------------------------------------------

       1                      David Lichtenstein                   1
      1.01                                                       1.01
      1.02                                                       1.02
      1.03                                                       1.03
      1.04                                                       1.04
      1.05                                                       1.05
      1.06                                                       1.06
      1.07                                                       1.07
      1.08                                                       1.08
      1.09                                                       1.09
      1.10                                                       1.10
                 DiamondRock Hospitality Limited Partnership
       2                   and Bloodstone TRS, Inc.                2
       3                   Joe Moinian, Joe Chetrit                3
       4                                                           4
       5                                                           5
      5.01                                                       5.01
      5.02                                                       5.02
      5.03                                                       5.03
      5.04                                                       5.04
      5.05                                                       5.05
      5.06                                                       5.06
      5.07                                                       5.07
      5.08                                                       5.08
      5.09                                                       5.09
      5.10                                                       5.10
      5.11                                                       5.11
       6                                                           6
       7                                                           7
       8                                                           8
       9                                                           9
       10                                                         10
       11                                                         11
       12                                                         12
       13                                                         13
       14                                                         14
       15                                                         15
       16                                                         16
       17                                                         17
       18                                                         18
       19                                                         19
       20                        Cole Credit                      20
                  N. Thomson Bard, Jr., Todd M. Gooding, Sol
                     L. Rabin, Robert D. Scanlan, Griffin
                      Investments LLC, Scanlankemperbard
       21                       Companies, LLC                    21
       22                                                         22
       23                                                         23
       24                     David Lichtenstein                  24
       25                                                         25
       26                                                         26
       27                         John Curry                      27
       28                    HGGP Capital II, LLC                 28
                  N. Thomson Bard, Jr., Todd M. Gooding, Sol
                     L. Rabin, Robert D. Scanlan, Griffin
                      Investments LLC, Scanlankemperbard
       29                       Companies, LLC                    29
       30            Resource Real Estate Holdings, Inc.          30
       31                                                         31
       32                                                         32
       33                 Triple Net Properties, LLC              33
       34                        Joe Moinian                      34
       35                                                         35
       36                                                         36
       37                                                         37
       38                                                         38
       39                                                         39
       40                                                         40
       41                                                         41
       42                                                         42
       43                        Josef Stanzl                     43
       44            Secured California Investments, Inc.         44
       45                 Mark Hamilton, Tony Zanze               45
       46                                                         46
       47                                                         47
       48                                                         48
       49                         John Curry                      49
       50                                                         50
       51                                                         51
       52                                                         52
       53                                                         53
       54                 Triple Net Properties LLC               54
       55               Covington Realty Partners, LLC            55
       56                                                         56
       57                        Cole Credit                      57
       58               Covington Realty Partners, LLC            58
       59                                                         59
       60                                                         60
       61                                                         61
       62                                                         62
       63                                                         63
       64                                                         64
       65                                                         65
       66                                                         66
       67                        Roger Hinman                     67
       68                        Cole Credit                      68
     68.01                                                       68.01
     68.02                                                       68.02
     68.03                                                       68.03
       69                                                         69
       70                                                         70
       71                      Peter H. Glazier                   71
       72                        Roger Hinman                     72
       73                                                         73
       74                                                         74
       75                        Josef Stanzl                     75
       76                                                         76
       77                                                         77
       78                                                         78
       79                                                         79
       80                         John Curry                      80
       81                                                         81
       82                                                         82
       83                                                         83
       84                                                         84
       85                                                         85
       86                                                         86
       87                         John Curry                      87
       88                                                         88
       89                                                         89
       90                                                         90
       91                                                         91
       92                                                         92
       93                        Josef Stanzl                     93
       94                                                         94
       95                        Cole Credit                      95
       96                                                         96
       97                                                         97
       98                      John E. Shaffer                    98
       99                                                         99
      100                                                         100
      101                                                         101
      102                                                         102
      103                                                         103
      104                                                         104
      105                                                         105
      106                                                         106
      107                                                         107
      108                        Cole Credit                      108
      109                                                         109
      110                                                         110
      111                                                         111
      112                                                         112
      113                                                         113
      114                                                         114
      115                                                         115
      116                                                         116
      117                                                         117
      118                                                         118
      119                        Cole Credit                      119
      120                                                         120
      121                        Cole Credit                      121
      122                                                         122
      123                                                         123
      124                                                         124
      125                                                         125
      126                        Cole Credit                      126
      127                                                         127
      128                                                         128
      129                                                         129
      130                                                         130
      131                                                         131
      132                        Cole Credit                      132
      133                                                         133
      134                                                         134
      135                                                         135
      136                                                         136
      137                                                         137
      138                                                         138
      139                                                         139
      140                        Josef Stanzl                     140
      141                        Cole Credit                      141
      142                                                         142
      143                                                         143
      144                        Cole Credit                      144
      145                        Cole Credit                      145
      146                        Cole Credit                      146
      147                        Cole Credit                      147
      148                        Cole Credit                      148
      149                        Cole Credit                      149
      150                        Cole Credit                      150
      151                        Cole Credit                      151
      152                                                         152


(1)   One Mortgage Loan, representing 11.0% of the Cut-Off Date Pool Balance, is
      part of a split loan structure and the related pari passu companion loan
      is not included in the Trust Fund, unless otherwise specified.

(2)   Certain of the Mortgage Loans detail "as-stabilized" appraised values as
      indicated by appraisal dates in the future (6 Mortgage Loans (loan numbers
      3, 32, 36, 63, 89 and 96), representing approximately 8.4% of the Cut-Off
      Date Pool Balance (5 Morgage Loans in Loan Group 1 or 9.5% of the Cut-Off
      Date Group 1 Balance and 1 Mortgage Loan in Loan Group 2 or 1.7% of the
      Cut-Off Date Group 2 Balance)). Reserves were generally taken at closing
      in order to address the difference between the "as-is" and "as-stabilized"
      valuation. See RISK FACTORS - The Mortgage Loans - Inspections and
      Appraisals May Not Accurately Reflect Value or Condition of Mortgage
      Property.

(3)   With respect to one Mortgage Loan, representing 1.0% of the Cut-Off Date
      Pool Balance (1.1% of the Cut-Off Date Group 1 Balance), the DSC Ratio was
      calculated by taking into account amounts available under certain letters
      of credit and/or cash reserves.

(4)   With respect to 1 Mortgage Loan, representing 0.5% pf the Cut-Off Date
      Pool Balance (0.6% of the Cut-Off Group 1 Balance), such ratio was
      calculated based upon the current scheduled debt serviced of $117,777 due
      under the related note. Commencing with the payment due in March 2007,
      such payment will step to $132,609 through and including the Maturity
      Date.

(5)   Quantum Corp. subleases approximately 72,041 square feet of space to
      Lockheed Martin.

(6)   An upfront escrow in the amount of $715,000 may be used to pay down the
      principal balance of the mortgage loan in the event that the related
      Mortgaged Property has not met certain occupancy and financial thresholds
      within 12 months of the origination date (in which event, the amortization
      schedule will be recast based upon the principal balance of the Mortgage
      Loan following such prepayment and the monthly debt service payments on
      the Mortgage Loan will be adjusted).

(7)   A monthly escrow was required at origination whereby all excess cash flow
      is required to be held by the mortgagee. If the borrower fails to achieve
      a DSC Ratio of at least 1.20x by June 1, 2008, the lender is required to
      use all or a portion of the escrowed funds in an amount sufficient to pay
      down the principal balance of the Mortgage Loan, together with a 6.5%
      Prepayment Premium, so as to achieve a DSC Ratio of 1.20x. The borrower is
      obligated to deliver additional funds to the mortgagee to the extent of
      any deficiency in the escrowed funds.

See "DESCRIPTION OF THE MORTGAGE POOL - Additional Mortgage Loan Information" in
the prospectus supplement.

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

                                    ANNEX A-2

         CERTAIN INFORMATION REGARDING MULTIFAMILY MORTGAGED PROPERTIES



MORTGAGE    LOAN
  LOAN     GROUP
 NUMBER    NUMBER   PROPERTY NAME                                               PROPERTY ADDRESS
-------------------------------------------------------------------------------------------------------------------------------

   21        2      Waterstone Apartments Lot 3                                 1171 East Baywood Drive
   27        2      Fountainhead                                                4400 Horizon Hill Boulevard
   28        2      Oaks of Eagle Creek                                         5483 Holly Springs Drive
   29        2      Waterstone Apartments Lot 2                                 1171 East Baywood Drive
   30        2      Regents Center                                              12490 Quivira Street
   33        2      The Meadows Apartment Complex                               99 Ascension Drive
   43        2      Allegro                                                     4115 Roosevelt Street
   44        2      Brodick Hill Apartments                                     7703 Lee Road
   45        2      Platte View Landing Apartments                              90 South Miller Street
   49        2      The Lodge                                                   4900 Medical Drive
   54        2      The Enclave at Deep River Plantation Apartment Complex      4203 River Birch Loop
   55        2      The Arbors on Saratoga Apartments                           6225 Saratoga Boulevard
   58        2      Spring Lake Apartments                                      1287 Cedar Shoals Drive
   66        2      Arbor Trace Apartments                                      624 Suhtai Court
   71        2      Brookside West                                              420 Berckmans Road
   72        2      Greenspire Apartments                                       8380 Greenspire Drive
   75        2      200 Roy Street                                              200 Roy Street
   80        2      Landera                                                     13400 Blanco Road
   81        2      Mountainside Village Apartments                             1187 South Beech Drive
   84        2      The Retreat Apartments                                      3475 Pleasantdale Road
   87        2      Woods of Elm Creek                                          11707 Vance Jackson Road
   89        2      Weatherly Apartments                                        1700 Weatherly Drive
   90        2      Stonybrook Apartments                                       730 South Beach Boulevard
   93        2      6700 Roosevelt                                              1016 NE 67th Street
   97        2      Rao's City Views Apartment Building                         455 East 114th Street
  104        2      Greenbriar Commons                                          3000 Stone Hogan Connector SW
  107        2      Capital Garage Apartments                                   1301 West Broad Street
  109        2      Springwood Apartments                                       172 Allen Street
  120        2      Cedar Creek Apartments                                      1300-1306, 1412 East Street; 309,315,329
                                                                                Paul J. Manafort Drive
  134        2      Stonewood Apartment Homes                                   4524 Newby Drive
  139        2      Catawba Place Apartments                                    1920 2nd Avenue Drive NE
  140        2      Winchester Apartments                                       11737 Greenwood Avenue NE
  142        2      Eastside/Waterside Apartments                               1960 16th Street, N.E.; 1930 20th Ave Dr., N.E.







MORTGAGE                               PROPERTY                           GENERAL        SPECIFIC
  LOAN                      PROPERTY     ZIP                             PROPERTY        PROPERTY       ELEVATOR     UTILITIES
 NUMBER    PROPERTY CITY     STATE       CODE           COUNTY             TYPE            TYPE         BUILDINGS   TENANT PAYS
--------------------------------------------------------------------------------------------------------------------------------

   21      Corona              CA       92881          Riverside        Multifamily    Conventional         N           W,S
   27      San Antonio         TX       78229            Bexar          Multifamily    Conventional         N         E,W,S,T
   28      Indianapolis        IN       46254           Marion          Multifamily    Conventional         N          E,W,S
   29      Corona              CA       92881          Riverside        Multifamily    Conventional         N           W,S
   30      Overland Park       KS       66210           Johnson         Multifamily    Conventional         N         E,W,S,T
   33      Asheville           NC       28806          Buncombe         Multifamily    Conventional         N           E,G
   43      Seattle             WA       98105            King           Multifamily    Conventional         Y           E,T
   44      Lithia Springs      GA       30122           Douglas         Multifamily    Conventional         N           E,W
   45      Brighton            CO       80601            Adams          Multifamily    Conventional         N           E,G
   49      San Antonio         TX       78229            Bexar          Multifamily    Conventional         N         E,W,S,T
   54      Greensboro          NC       27409          Guilford         Multifamily    Conventional         N           E,G
   55      Corpus Christi      TX       78414           Nueces          Multifamily    Conventional         N            E
   58      Athens              GA       30605           Clarke          Multifamily    Conventional         N           E,W
   66      Virginia Beach      VA       23451     Virginia Beach City   Multifamily    Conventional         N          E,W,S
   71      Augusta             GA       30909          Richmond         Multifamily    Conventional         N            E
   72      Portage             MI       49024          Kalamazoo        Multifamily    Conventional         N            E
   75      Seattle             WA       98109            King           Multifamily    Conventional         Y           E,T
   80      San Antonio         TX       78216            Bexar          Multifamily    Conventional         N         E,W,S,T
   81      Lakewood            CO       80228          Jefferson        Multifamily    Conventional         N           E,G
   84      Doraville           GA       30340           DeKalb          Multifamily    Conventional         N            E
   87      San Antonio         TX       78230            Bexar          Multifamily    Conventional         N         E,W,S,T
   89      Stone Mountain      GA       30083           DeKalb          Multifamily    Conventional         N           E,W
   90      Anaheim             CA       92804           Orange          Multifamily    Conventional         N           E,S
   93      Seattle             WA       98115            King           Multifamily    Conventional         Y           E,T
   97      New York            NY       10029          New York         Multifamily    Conventional         Y            E
  104      Atlanta             GA       30331           Fulton          Multifamily    Conventional         N           E,G
  107      Richmond            VA       23220        Richmond City      Multifamily   Student Housing       Y            E
  109      New Britain         CT       06053          Hartford         Multifamily    Conventional         N         E,W,S,T
  120      New Britain         CT       06053          Hartford         Multifamily   Student Housing       N           E,W
  134      Durham              NC       27704           Durham          Multifamily    Conventional         N          E,G,T
  139      Hickory             NC       28601           Catawba         Multifamily    Conventional         N           E,T
  140      Seattle             WA       98133            King           Multifamily    Conventional         Y           E,T
  142      Hickory             NC       28601           Catawba         Multifamily    Conventional         N           E,T







MORTGAGE                                                                       AVERAGE RENT;
  LOAN      NUMBER OF     NUMBER OF    NUMBER OF    NUMBER OF     NUMBER OF    RENT RANGES -
 NUMBER    STUDIO UNITS   1 BR UNITS   2 BR UNITS   3 BR UNITS   4+ BR UNITS   STUDIO UNITS
----------------------------------------------------------------------------------------------

   21                         80          136
   27                        544          144
   28                        280          352
   29                         56          128
   30                        146          224           54
   33                        108          180          104
   43           40            66           28           8                       845;845-845
   44                        186          126
   45                         72          108           36
   49                        300           84
   54                         84          110           26
   55                         72          132           48
   58                         64          120           36
   66                                     148
   71           8                          6           136           38         410;410-410
   72                        139          140           9
   75           12            36           24           4                       823;823-823
   80                        104           80
   81                         36           88
   84                        108           86           32
   87                        128           57
   89                        144           80
   90                         16           40
   93           12            52           24                                   720;720-720
   97           1             12           9                                   1202;1202-1202
  104                         32           66           76
  107                                      36
  109                         43           60           8
  120           1             1            56           2                       605;605-605
  134                         20           80
  139                                      80
  140                         22           18
  142                         88







MORTGAGE   AVERAGE RENT;    AVERAGE RENT;    AVERAGE RENT;    AVERAGE RENT;   MORTGAGE
  LOAN     RENT RANGES -    RENT RANGES -    RENT RANGES -    RENT RANGES -     LOAN
 NUMBER     1 BR UNITS       2 BR UNITS       3 BR UNITS       4+ BR UNITS     NUMBER
---------------------------------------------------------------------------------------

   21      1095;1095-1095   1353;1295-1385                                       21
   27       591;506-648      829;810-847                                         27
   28       631;600-675      746;695-875                                         28
   29      1095;1095-1095   1360;1295-1385                                       29
   30       651;641-659      788;770-802      957;957-957                        30
   33       638;605-655      755;715-775      853;830-930                        33
   43       964;964-964     1378;1373-1383   1533;1533-1533                      43
   44       621;590-670      754;745-765                                         44
   45       750;750-750      923;850-980     1195;1175-1205                      45
   49       584;536-599      774;774-774                                         49
   54       716;695-765      847;825-895     1022;995-1065                       54
   55       677;660-690      826;790-875      992;960-1150                       55
   58       723;710-810      826;810-845      980;980-980                        58
   66                        943;925-1011                                        66
   71                        545;545-545      754;665-755      870;870-870       71
   72       544;510-565      717;610-765      760;760-760                        72
   75      1021;1009-1450   1341;1291-1384   1680;1680-1680                      75
   80       672;630-680      822;820-830                                         80
   81       635;635-635      760;760-760                                         81
   84       646;585-670      781;705-810      973;895-1050                       84
   87       637;614-713      931;877-1136                                        87
   89       620;590-673      793;787-797                                         89
   90      1095;1095-1095   1325;1325-1325                                       90
   93       871;871-871      991;991-991                                         93
   97      2287;1955-2720   2718;2465-3638                                       97
  104       560;560-560      636;625-645      725;725-725                        104
  107                       1788;1700-2000                                       107
  109       635;635-635      680;680-680      750;750-750                        109
  120       880;880-880     1171;1100-1300   1500;1500-1500                      120
  134       529;529-529      624;599-649                                         134
  139                        565;565-565                                         139
  140       729;729-729     1012;945-1248                                        140
  142       424;375-435                                                          142

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

                                    ANNEX A-3

                          RESERVE ACCOUNT INFORMATION



MORTGAGE    LOAN                                                                 GENERAL               SPECIFIC            MONTHLY
  LOAN     GROUP                                                                 PROPERTY              PROPERTY              TAX
 NUMBER    NUMBER   PROPERTY NAME                                                  TYPE                  TYPE               ESCROW
------------------------------------------------------------------------------------------------------------------------------------

   1         1      Prime Outlets Pool                                            Retail                Outlet             506,484
  1.01              Prime Outlets at San Marcos                                   Retail                Outlet
  1.02              Prime Outlets at Grove City                                   Retail                Outlet
  1.03              Prime Outlets at Ellenton                                     Retail                Outlet
  1.04              Prime Outlets at Jeffersonville                               Retail                Outlet
  1.05              Prime Outlets at Pleasant Prairie                             Retail                Outlet
  1.06              Prime Outlets at Huntley                                      Retail                Outlet
  1.07              Prime Outlets at Gulfport                                     Retail                Outlet
  1.08              Prime Outlets at Naples                                       Retail                Outlet
  1.09              Prime Outlets at Lebanon                                      Retail                Outlet
  1.10              Prime Outlets at Florida City                                 Retail                Outlet
   2         1      Marriott - Chicago, IL                                     Hospitality           Full Service
   3         1      530 Fifth Avenue                                              Office                  CBD              410,399
   4         1      Independent Square                                            Office                  CBD               75,121
   5         1      Central Parke Pool                                           Various                Various            135,371
  5.01              4600 Smith Road                                               Retail              Unanchored
  5.02              4643 Forest Avenue                                            Office               Suburban
  5.03              4600 Montgomery Road                                          Office               Suburban
  5.04              4650 Montgomery Road                                          Office               Suburban
  5.05              2100 Sherman Avenue                                           Office               Suburban
  5.06              4700 Smith Road                                               Office                 Flex
  5.07              2300 Wall Street                                              Office                 Flex
  5.08              4650 Wesley Avenue                                            Office                 Flex
  5.09              4850 Smith Road                                               Office               Suburban
  5.10              4600 Wesley Avenue                                            Office                 Flex
  5.11              4623 Wesley Avenue                                            Office                 Flex
   6         1      Westfield Gateway                                             Retail               Anchored
   7         1      Hercules Plaza                                                Office                  CBD
   8         1      Piedmont Center Buildings 9-12                                Office                  CBD
   9         1      Cotswold Village Shops                                        Retail               Anchored             36,992
   10        1      Doubletree Hotel - Scottsdale, AZ(2)                       Hospitality           Full Service           43,612
   11        1      Campbell Technology Park                                      Office               Suburban
   12        1      Phillips Place                                                Retail               Anchored             34,735
   13        1      Cedarbrook Plaza                                              Retail               Anchored             93,036
   14        1      Bethesda Gateway                                              Office                  CBD               37,950
   15        1      Paoli Shopping Center                                         Retail               Anchored             19,782
   16        1      The Paramount Building                                      Mixed Use            Office/Retail         381,785
   17        1      Sherry Lane Place                                             Office                  CBD
   18        1      Wilshire Roxbury Building                                     Office               Suburban             34,639
   19        1      Wyndham Hotel Greenspoint(3)                               Hospitality           Full Service           97,015
   20        1      Shoppes at North Village                                      Retail               Anchored
   21        2      Waterstone Apartments Lot 3(4)                             Multifamily           Conventional           19,159
   22        1      Quantum Buildings A/B                                         Office               Suburban
   23        1      Hampton Inn - Las Vegas, NV                                Hospitality           Full Service           15,651
   24        1      Prime Outlets - St. Augustine, FL                             Retail                Outlet              49,905
   25        1      Caribbean Corporate Center                                    Office               Suburban             23,900
   26        1      Carmenita Plaza                                               Retail               Anchored             30,862
   27        2      Fountainhead                                               Multifamily           Conventional           59,516
   28        2      Oaks of Eagle Creek                                        Multifamily           Conventional           44,310
   29        2      Waterstone Apartments Lot 2(5)                             Multifamily           Conventional           16,321
   30        2      Regents Center(6)                                          Multifamily           Conventional           32,526
   31        1      Metro Pointe 6                                                Office               Suburban
   32        1      Burlington Crossing                                           Retail               Anchored             20,493
   33        2      The Meadows Apartment Complex                              Multifamily           Conventional           17,317
   34        1      808 South Olive Street and 801-807 South Hill Street     Special Purpose     Parking Garage/Retail      14,333
   35        1      Salem Consumer Square(7)                                      Retail               Anchored             35,435
   36        1      West Goshen Town Center                                       Retail               Anchored             14,758
   37        1      Cerritos College Square                                       Retail               Anchored             21,535
   38        1      Skagit Valley Square                                          Retail               Anchored             15,361
   39        1      Marketplace at Westtown                                       Retail               Anchored             13,836
   40        1      Crowne Plaza - Worcester, MA                               Hospitality           Full Service           24,942
   41        1      Citrus Tower Village                                          Retail               Anchored             24,478
   42        1      Summit Ridge Business Park                                  Industrial               Flex               18,147
   43        2      Allegro                                                    Multifamily           Conventional           14,483
   44        2      Brodick Hill Apartments                                    Multifamily           Conventional           13,898
   45        2      Platte View Landing Apartments                             Multifamily           Conventional           11,931
   46        1      Puente Hills Business Center III                              Office               Suburban
   47        1      Joesler Village                                               Retail              Unanchored
   48        1      The Atrium Tower Office Building                              Office               Suburban             14,962
   49        2      The Lodge                                                  Multifamily           Conventional           34,336
   50        1      Caprock Center                                                Retail               Anchored             11,740
   51        1      Puente Hills Business Center I                                Office               Suburban
   52        1      EDS Building                                                  Office               Suburban
   53        1      Hilton Garden Inn - Colonial Heights, VA                   Hospitality          Limited Service         9,195
   54        2      The Enclave at Deep River Plantation Apartment Complex     Multifamily           Conventional           6,099
   55        2      The Arbors on Saratoga Apartments                          Multifamily           Conventional           32,667
   56        1      Summit Medical Office                                         Office                Medical             12,668
   57        1      BJ's - Homestead, FL                                          Retail               Anchored
   58        2      Spring Lake Apartments                                     Multifamily           Conventional           14,402
   59        1      Holiday Inn - Louisville, KY(8)                            Hospitality           Full Service           13,982
   60        1      Fresh Market Shoppes Shopping Center                          Retail               Anchored
   61        1      Metro Pointe 4                                                Office               Suburban
   62        1      Rosenstar Retail Center                                       Retail               Anchored             15,359
   63        1      Seven for All Mankind                                       Industrial      Warehouse/Manufacturing     15,075
   64        1      Cowboy Partners Center                                        Office                  CBD               10,002
   65        1      Embassy Plaza                                                 Retail               Anchored
   66        2      Arbor Trace Apartments                                     Multifamily           Conventional           10,776
   67        1      Trade Centre Office Building                                  Office               Suburban             9,401
   68        1      Walgreens Pool                                                Retail               Anchored
 68.01              Walgreens - Saint Louis, MO (Gravois Avenue)                  Retail               Anchored
 68.02              Walgreens - Florissant, MO                                    Retail               Anchored
 68.03              Walgreens - Saint Louis, MO (Telegraph Road)                  Retail               Anchored
   69        1      Hampton Inn - Largo, MD                                    Hospitality          Limited Service         6,619
   70        1      Hampton Inn Bowie                                          Hospitality          Limited Service         18,981
   71        2      Brookside West                                             Multifamily           Conventional           6,052
   72        2      Greenspire Apartments                                      Multifamily           Conventional           16,244
   73        1      Merchants Pointe                                              Retail               Anchored             9,793
   74        1      Hilton Garden Inn - Napa, CA                               Hospitality          Limited Service         10,455
   75        2      200 Roy Street                                             Multifamily           Conventional           9,137
   76        1      Quantum Building C                                          Industrial               Flex
   77        1      Plaza Del Oro                                                 Retail               Anchored
   78        1      Northside Johns Creek Medical                                 Office                Medical             6,636
   79        1      Westchase I and II                                            Office               Suburban             15,726
   80        2      Landera                                                    Multifamily           Conventional           15,739
   81        2      Mountainside Village Apartments                            Multifamily           Conventional           5,217
   82        1      Holiday Inn - Charleston, WV(9)                            Hospitality           Full Service           13,273
   83        1      Wal-Mart - Rancho Cordova, CA                                  Land                 Retail
   84        2      The Retreat Apartments                                     Multifamily           Conventional           12,258
   85        1      PGA National Office Center                                    Office               Suburban             14,588
   86        1      Village Plaza Shopping Center                                 Retail               Anchored             4,448
   87        2      Woods of Elm Creek                                         Multifamily           Conventional           15,006
   88        1      Homeplace of Burlington                                     Healthcare          Assisted Living         4,129
   89        2      Weatherly Apartments                                       Multifamily           Conventional           11,304
   90        2      Stonybrook Apartments                                      Multifamily           Conventional           3,998
   91        1      Oak Haven Assisted Living                                   Healthcare          Assisted Living         4,722
   92        1      Puente Hills Business Center II                               Office               Suburban
   93        2      6700 Roosevelt                                             Multifamily           Conventional           6,224
   94        1      Hampton Inn - Norcross, GA(10)                             Hospitality          Limited Service         4,471
   95        1      Kohl's - Saint Joseph, MO                                     Retail               Anchored
   96        1      Sunrise Plaza                                                 Retail              Unanchored            8,555
   97        2      Rao's City Views Apartment Building                        Multifamily           Conventional            917
   98        1      5100 Hickory Hill Road                                      Industrial             Warehouse              0
   99        1      Hampton Inn - Fairhaven, MA                                Hospitality          Limited Service         7,036
  100        1      Esquire Building                                            Mixed Use            Office/Retail          7,318
  101        1      Dolphin Square                                                Retail               Anchored             3,091
  102        1      Hampton Inn - Franklin, MA                                 Hospitality          Limited Service         6,063
  103        1      415 Executive Center                                          Office               Suburban             9,625
  104        2      Greenbriar Commons                                         Multifamily           Conventional           7,109
  105        1      North Madison Corners                                         Retail               Anchored             5,121
  106        1      Rosser International Building                                 Office                  CBD               10,116
  107        2      Capital Garage Apartments                                  Multifamily          Student Housing         4,190
  108        1      Lowe's - Enterprise, AL                                       Retail               Anchored
  109        2      Springwood Apartments                                      Multifamily           Conventional           8,700
  110        1      Monmouth Mobile Home Park                                Mobile Home Park      Mobile Home Park
  111        1      Business Center I                                             Office               Suburban
  112        1      Business Center II                                            Office               Suburban
  113        1      Sam Hughes Place                                              Retail              Unanchored             585
  114        1      The Shops at Stonehenge                                       Retail            Shadow Anchored         3,601
  115        1      Hampton Inn - Carrollton, GA(11)                           Hospitality          Limited Service         3,216
  116        1      Sterling Plaza II                                             Retail            Shadow Anchored         4,188
  117        1      Conn's - Goodwill Shopping Center                             Retail              Unanchored            7,240
  118        1      Walgreens - Decatur, IL                                       Retail               Anchored
  119        1      CVS - Okeechobee, FL                                          Retail               Anchored
  120        2      Cedar Creek Apartments                                     Multifamily          Student Housing         7,759
  121        1      Federal Express - Rockford, IL                              Industrial           Distribution
  122        2      Lido Estates MHC                                         Mobile Home Park      Mobile Home Park         7,530
  123        1      Carle Foundation Office Building                              Office                Medical
  124        1      CVS - Cape Coral, FL                                          Retail               Anchored
  125        1      Chadwick West Shopping Center                                 Retail               Anchored             2,530
  126        1      Walgreens - Twin Oaks, MO                                     Retail               Anchored
  127        1      Bi-Lo Plaza                                                   Retail               Anchored             4,335
  128        2      Willowood Estates Manufactured Housing Community         Mobile Home Park      Mobile Home Park         3,328
  129        1      Amity Commons Shopping Center                                 Retail              Unanchored            12,393
  130        1      Academy Sports - Macon, GA                                    Retail               Anchored
  131        1      Rite Aid - Toledo, OH                                         Retail              Unanchored
  132        1      La-Z Boy - Glendale, AZ                                       Retail              Unanchored
  133        1      Fairfield Inn & Suites - Charleston, SC                    Hospitality          Limited Service         4,561
  134        2      Stonewood Apartment Homes                                  Multifamily           Conventional           4,369
  135        1      Eckerd - Lawrenceville, GA                                    Retail              Unanchored
  136        1      Ballantyne Shopping Center                                    Retail            Shadow Anchored         2,557
  137        1      Hannaford - Topsham, ME                                        Land                 Retail
  138        1      Office Depot Plaza                                            Retail               Anchored             2,276
  139        2      Catawba Place Apartments                                   Multifamily           Conventional           3,393
  140        2      Winchester Apartments                                      Multifamily           Conventional           3,186
  141        1      CVS - Madison, MS                                             Retail               Anchored
  142        2      Eastside/Waterside Apartments                              Multifamily           Conventional           2,359
  143        1      Flamingo Plaza                                                Retail            Shadow Anchored
  144        1      CVS - Richland Hills, TX                                      Retail               Anchored
  145        1      Rite Aid - Defiance, OH                                       Retail              Unanchored
  146        1      Rite Aid - Wauseon, OH                                        Retail              Unanchored
  147        1      Rite Aid - Enterprise, AL                                     Retail              Unanchored
  148        1      CVS - Alpharetta, GA                                          Retail               Anchored
  149        1      Staples - Crossville, TN                                      Retail               Anchored
  150        1      David's Bridal - Lenexa, KS                                   Retail               Anchored
  151        1      Rite Aid - Saco, ME                                           Retail              Unanchored
  152        1      Swann/Henderson Retail Center                                 Retail              Unanchored            1,096


                                                      INITIAL DEPOSIT
MORTGAGE    MONTHLY                                     TO CAPITAL       INITIAL    ONGOING    MORTGAGE
  LOAN     INSURANCE        ANNUAL DEPOSIT TO          IMPROVEMENTS       TI/LC      TI/LC       LOAN
 NUMBER     ESCROW         REPLACEMENT RESERVES           RESERVE        ESCROW     FOOTNOTE    NUMBER
--------------------------------------------------------------------------------------------------------

   1        33,126               563,826                  59,375        3,304,625     (1)         1
  1.01                                                                                           1.01
  1.02                                                                                           1.02
  1.03                                                                                           1.03
  1.04                                                                                           1.04
  1.05                                                                                           1.05
  1.06                                                                                           1.06
  1.07                                                                                           1.07
  1.08                                                                                           1.08
  1.09                                                                                           1.09
  1.10                                                                                           1.10
   2                   4.0% of Yearly Gross Revenue                                               2
   3        20,482                51,081                  55,062                      (1)         3
   4        30,996                97,740                  16,750        4,000,000     (1)         4
   5        14,247               162,123                  32,250                      (1)         5
  5.01                                                                                           5.01
  5.02                                                                                           5.02
  5.03                                                                                           5.03
  5.04                                                                                           5.04
  5.05                                                                                           5.05
  5.06                                                                                           5.06
  5.07                                                                                           5.07
  5.08                                                                                           5.08
  5.09                                                                                           5.09
  5.10                                                                                           5.10
  5.11                                                                                           5.11
   6                                                                                              6
   7                                                      154,375       1,500,000     (1)         7
   8                                                                                  (1)         8
   9                                                                                              9
   10       10,871     2.0% of Yearly Gross Revenue                                               10
   11                                                                                             11
   12                                                                                             12
   13                             79,694                    650                                   13
   14        1,279                23,852                  16,250         650,000      (1)         14
   15        3,586                16,623                                              (1)         15
   16                                                                                             16
   17                                                      2,585                                  17
   18        7,976                17,234                                 341,000                  18
   19                             Varies                                                          19
   20                                                                    250,000      (1)         20
   21        4,664                43,200                                                          21
   22                             42,624                                                          22
   23       13,898     4.0% of Yearly Gross Revenue                                               23
   24        3,181                37,389                                              (1)         24
   25        9,500      $0.20/Rentable Square Foot                       500,000      (1)         25
   26                                                     397,290                                 26
   27       11,976               172,000                  38,750                                  27
   28        9,153               156,104                                                          28
   29        4,116                36,816                                                          29
   30        7,358               105,907                                                          30
   31                                                                                             31
   32        3,917                                                                                32
   33        2,936                98,000                  89,938                                  33
   34        6,069                9,006                    8,800                                  34
   35                             43,936                  12,500         250,000                  35
   36        2,841                27,789                                              (1)         36
   37                                                                                             37
   38         799                                         25,236                                  38
   39        2,665                23,013                                              (1)         39
   40        6,222                                                                                40
   41        3,488                15,289                                                          41
   42                             5,354                                               (1)         42
   43        2,569                29,180                                                          43
   44        6,250                40,560                                                          44
   45        2,736                43,200                                                          45
   46                                                                                             46
   47                                                                                             47
   48        2,437                19,190                                              (1)         48
   49        6,684                96,000                  10,500                                  49
   50        3,847                36,138                                 500,000                  50
   51                                                                                             51
   52                                                                                             52
   53        2,555               177,058                                                          53
   54        1,659                22,000                                                          54
   55        3,371                63,504                  56,956                                  55
   56        2,069                8,868                                               (1)         56
   57                                                                                             57
   58        3,262                57,200                  59,000                                  58
   59        4,358               278,358                   2,250                                  59
   60                                                                                             60
   61                                                                                             61
   62        1,152                13,000                                 100,000                  62
   63        7,692                6,604                                                           63
   64         792                 10,719                   8,750         100,000      (1)         64
   65                             16,707                                                          65
   66         911                 36,112                  50,063                                  66
   67         954                 7,911                                               (1)         67
   68                                                                                             68
 68.01                                                                                          68.01
 68.02                                                                                          68.02
 68.03                                                                                          68.03
   69        2,883               161,206                                                          69
   70        5,442               131,754                  17,625                                  70
   71        7,514                47,000                                                          71
   72        5,404                72,000                                                          72
   73       19,634                8,780                                               (1)         73
   74        2,986                73,040                                                          74
   75        1,533                24,859                                                          75
   76                             18,306                                              (1)         76
   77                             19,664                                                          77
   78         772                 6,251                                                           78
   79        3,613                38,604                  10,000         650,000      (1)         79
   80        3,203                46,000                                                          80
   81        2,042                31,000                  58,875                                  81
   82        1,798               201,151                                                          82
   83                                                                                             83
   84        4,063                                                                                84
   85        7,017                6,000                                                           85
   86         827                 8,134                                               (1)         86
   87        3,220                46,250                  10,000                                  87
   88                                                                                             88
   89        4,096                                        575,000                                 89
   90        1,310                9,632                                                           90
   91                                                    1,000,000                                91
   92                                                                                             92
   93        1,718                21,861                  35,423                                  93
   94        2,098     4.0% of Yearly Gross Revenue       18,750                                  94
   95                                                                                             95
   96        1,619                18,060                  37,125          2,870       (1)         96
   97        2,333                5,808                    4,375                                  97
   98         505                                                                                 98
   99        2,948     4.0% of Yearly Gross Revenue                                               99
  100        1,307                11,040                  11,875          6,193       (1)        100
  101                                                                                            101
  102        2,931     4.0% of Yearly Gross Revenue                                              102
  103        1,330                11,013                                 100,000      (1)        103
  104        7,937                53,592                  21,250                                 104
  105        2,091                6,624                                               (1)        105
  106         554                 6,224                   117,281                                106
  107        2,095                9,000                                                          107
  108                                                                                            108
  109        4,161                34,632                  23,281                                 109
  110                                                                                            110
  111                                                                                            111
  112                                                                                            112
  113        1,220                                                                    (1)        113
  114         272                 3,117                                               (1)        114
  115        1,357     4.0% of Yearly Gross Revenue       15,625                                 115
  116         686                 3,372                                   1,533       (1)        116
  117        1,021                7,584                   15,200         75,000       (1)        117
  118                                                                                            118
  119                                                                                            119
  120        2,595                19,020                  18,375                                 120
  121                                                                                            121
  122        1,127                11,016                  31,438                                 122
  123                                                                                            123
  124                                                                                            124
  125         317                 3,832                                               (1)        125
  126                                                                                            126
  127         475                                                                                127
  128        3,673                                                                               128
  129        2,476                                        25,000                                 129
  130                                                                                            130
  131                             1,118                                                          131
  132                                                                                            132
  133        3,213     4.0% of Yearly Gross Revenue                                              133
  134                             25,000                                                         134
  135                             2,930                                                          135
  136         591                 1,800                                    986        (1)        136
  137                                                                                            137
  138         645                 3,006                                  35,000                  138
  139        1,150                20,000                   4,063                                 139
  140        1,253                11,302                                                         140
  141                                                                                            141
  142         709                 22,000                                                         142
  143                                                                                            143
  144                                                                                            144
  145                                                                                            145
  146                                                                                            146
  147                                                                                            147
  148                                                                                            148
  149                                                                                            149
  150                                                                                            150
  151                                                                                            151
  152                             1,012                                   5,058       (1)        152


(1)   In addition to any such escrows funded at loan closing for potential
      TI/LC, these Mortgage Loans require funds to be escrowed during some or
      all of the loan terms for TI/LC expenses, which may be incurred during the
      Mortgage Loan term. In certain instances, escrowed funds may be released
      to the borrower upon satisfaction of certain leasing conditions.


(2)   After the first loan year, Annual Deposit to Replacement Reserves is 3.0%
      of yearly gross revenues for the second loan year and 4.0% thereafter.

(3)   Annual Deposit to Replacement Reserves is the greater of the actual
      reserve required under the franchise agreement or 4.0% of yearly revenue
      based upon a two-month lag.

(4)   Commencing April 11, 2008, Annual Deposit to Replacement Reserves are
      $43,200.

(5)   Commencing November 11, 2007, Annual Deposit to Replacement Reserves are
      $36,816.

(6)   Commencing May 11, 2008, Annual Deposit to Replacement Reserves are
      $105,907.

(7)   Annual Deposit to Replacement Reserves is $43,936 for the first four
      years.

(8)   Annual Deposit to Replacement Reserves is $278,358 yearly until the end of
      the first loan year and 4.0% of yearly revenues thereafter.

(9)   Annual Deposit to Replacement Reserves is $201,151 yearly until the end of
      the first loan year and 4.0% of yearly revenues thereafter.

(10)  Annual Deposit to Replacement Reserves is $7,380 for the first month and
      4.0% of yearly revenues thereafter.

(11)  Annual Deposit to Replacement Reserves is $4,672 for the first month and
      4.0% of yearly revenues thereafter.

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

                                    ANNEX A-4

                           COMMERCIAL TENANT SCHEDULE



MORTGAGE    LOAN                                                               GENERAL              SPECIFIC          CUT-OFF DATE
  LOAN     GROUP                                                              PROPERTY              PROPERTY              LOAN
 NUMBER    NUMBER                        PROPERTY NAME                          TYPE                 TYPE              BALANCE ($)
------------------------------------------------------------------------------------------------------------------------------------

    1        1      Prime Outlets Pool                                          Retail               Outlet          315,340,000.00
  1.01              Prime Outlets at San Marcos                                 Retail               Outlet
  1.02              Prime Outlets at Grove City                                 Retail               Outlet
  1.03              Prime Outlets at Ellenton                                   Retail               Outlet
  1.04              Prime Outlets at Jeffersonville                             Retail               Outlet
  1.05              Prime Outlets at Pleasant Prairie                           Retail               Outlet
  1.06              Prime Outlets at Huntley                                    Retail               Outlet
  1.07              Prime Outlets at Gulfport                                   Retail               Outlet
  1.08              Prime Outlets at Naples                                     Retail               Outlet
  1.09              Prime Outlets at Lebanon                                    Retail               Outlet
  1.10              Prime Outlets at Florida City                               Retail               Outlet
    3        1      530 Fifth Avenue                                            Office                CBD            175,000,000.00
    4        1      Independent Square                                          Office                CBD            85,000,000.00
    5        1      Central Parke Pool                                         Various              Various          83,500,000.00
  5.01              4600 Smith Road                                             Retail             Unanchored
  5.02              4643 Forest Avenue                                          Office              Suburban
  5.03              4600 Montgomery Road                                        Office              Suburban
  5.04              4650 Montgomery Road                                        Office              Suburban
  5.05              2100 Sherman Avenue                                         Office              Suburban
  5.06              4700 Smith Road                                             Office                Flex
  5.07              2300 Wall Street                                            Office                Flex
  5.08              4650 Wesley Avenue                                          Office                Flex
  5.09              4850 Smith Road                                             Office              Suburban
  5.10              4600 Wesley Avenue                                          Office                Flex
  5.11              4623 Wesley Avenue                                          Office                Flex
    6        1      Westfield Gateway                                           Retail              Anchored         83,000,000.00
    7        1      Hercules Plaza                                              Office                CBD            77,892,043.17
    8        1      Piedmont Center Buildings 9-12                              Office                CBD            65,000,000.00
    9        1      Cotswold Village Shops                                      Retail              Anchored         51,000,000.00
   11        1      Campbell Technology Park                                    Office              Suburban         46,000,000.00
   12        1      Phillips Place                                              Retail              Anchored         44,500,000.00
   13        1      Cedarbrook Plaza                                            Retail              Anchored         44,300,000.00
   14        1      Bethesda Gateway                                            Office                CBD            44,000,000.00
   15        1      Paoli Shopping Center                                       Retail              Anchored         40,000,000.00
   16        1      The Paramount Building                                    Mixed Use          Office/Retail       39,500,000.00
   17        1      Sherry Lane Place                                           Office                CBD            39,000,000.00
   18        1      Wilshire Roxbury Building                                   Office              Suburban         35,789,000.00
   20        1      Shoppes at North Village                                    Retail              Anchored         30,856,000.00
   22        1      Quantum Buildings A/B                                       Office              Suburban         28,250,000.00
   24        1      Prime Outlets - St. Augustine, FL                           Retail               Outlet          27,250,000.00
   25        1      Caribbean Corporate Center                                  Office              Suburban         26,500,000.00
   26        1      Carmenita Plaza                                             Retail              Anchored         26,500,000.00
   31        1      Metro Pointe 6                                              Office              Suburban         23,868,000.00
   32        1      Burlington Crossing                                         Retail              Anchored         22,000,000.00
   34        1      808 South Olive Street and 801-807 South Hill Street   Special Purpose   Parking Garage/Retail   21,200,000.00
   35        1      Salem Consumer Square                                       Retail              Anchored         20,800,000.00
   36        1      West Goshen Town Center                                     Retail              Anchored         20,250,000.00
   37        1      Cerritos College Square                                     Retail              Anchored         19,600,000.00
   38        1      Skagit Valley Square                                        Retail              Anchored         18,500,000.00
   39        1      Marketplace at Westtown                                     Retail              Anchored         18,160,000.00
   41        1      Citrus Tower Village                                        Retail              Anchored         17,297,000.00
   42        1      Summit Ridge Business Park                                Industrial              Flex           16,900,000.00
   46        1      Puente Hills Business Center III                            Office              Suburban         15,600,000.00
   47        1      Joesler Village                                             Retail             Unanchored        15,575,000.00
   48        1      The Atrium Tower Office Building                            Office              Suburban         15,484,212.11
   50        1      Caprock Center                                              Retail              Anchored         14,720,000.00
   51        1      Puente Hills Business Center I                              Office              Suburban         14,200,000.00
   52        1      EDS Building                                                Office              Suburban         14,062,394.18
   56        1      Summit Medical Office                                       Office              Medical          13,080,685.71
   57        1      BJ's - Homestead, FL                                        Retail              Anchored         12,362,000.00
   60        1      Fresh Market Shoppes Shopping Center                        Retail              Anchored         11,870,000.00
   61        1      Metro Pointe 4                                              Office              Suburban         11,732,000.00
   62        1      Rosenstar Retail Center                                     Retail              Anchored         11,700,000.00
   63        1      Seven for All Mankind                                     Industrial    Warehouse/Manufacturing  11,500,000.00
   64        1      Cowboy Partners Center                                      Office                CBD            11,200,000.00
   65        1      Embassy Plaza                                               Retail              Anchored         11,100,000.00
   67        1      Trade Centre Office Building                                Office              Suburban         11,000,000.00
   68        1      Walgreens Pool                                              Retail              Anchored         10,660,000.00
  68.01             Walgreens - Saint Louis, MO (Gravois Avenue)                Retail              Anchored
  68.02             Walgreens - Florissant, MO                                  Retail              Anchored
  68.03             Walgreens - Saint Louis, MO (Telegraph Road)                Retail              Anchored
   73        1      Merchants Pointe                                            Retail              Anchored          9,980,332.22
   76        1      Quantum Building C*                                       Industrial              Flex            9,691,468.64
   77        1      Plaza Del Oro                                               Retail              Anchored          9,200,000.00
   78        1      Northside Johns Creek Medical                               Office              Medical           9,000,000.00
   79        1      Westchase I and II                                          Office              Suburban          8,950,000.00
   83        1      Wal-Mart - Rancho Cordova, CA                                Land                Retail           7,641,000.00
   85        1      PGA National Office Center                                  Office              Suburban          7,492,331.54
   86        1      Village Plaza Shopping Center                               Retail              Anchored          7,200,000.00
   92        1      Puente Hills Business Center II                             Office              Suburban          6,300,000.00
   95        1      Kohl's - Saint Joseph, MO                                   Retail              Anchored          6,195,000.00
   96        1      Sunrise Plaza                                               Retail             Unanchored         6,150,000.00
   98        1      5100 Hickory Hill Road                                    Industrial           Warehouse          6,093,869.11
   100       1      Esquire Building                                          Mixed Use          Office/Retail        5,840,000.00
   101       1      Dolphin Square                                              Retail              Anchored          5,550,000.00
   103       1      415 Executive Center                                        Office              Suburban          5,194,723.57
   105       1      North Madison Corners                                       Retail              Anchored          4,994,588.71
   106       1      Rosser International Building                               Office                CBD             4,988,775.21
   108       1      Lowe's - Enterprise, AL                                     Retail              Anchored          4,859,000.00
   111       1      Business Center I                                           Office              Suburban          4,500,000.00
   112       1      Business Center II                                          Office              Suburban          4,500,000.00
   113       1      Sam Hughes Place                                            Retail             Unanchored         4,500,000.00
   114       1      The Shops at Stonehenge                                     Retail          Shadow Anchored       4,500,000.00
   116       1      Sterling Plaza II                                           Retail          Shadow Anchored       4,295,398.68
   117       1      Conn's - Goodwill Shopping Center                           Retail             Unanchored         4,250,000.00
   118       1      Walgreens - Decatur, IL                                     Retail              Anchored          4,246,355.79
   119       1      CVS - Okeechobee, FL                                        Retail              Anchored          4,076,000.00
   121       1      Federal Express - Rockford, IL                            Industrial          Distribution        3,998,000.00
   123       1      Carle Foundation Office Building                            Office              Medical           3,840,000.00
   124       1      CVS - Cape Coral, FL                                        Retail              Anchored          3,812,000.00
   125       1      Chadwick West Shopping Center                               Retail              Anchored          3,750,000.00
   126       1      Walgreens - Twin Oaks, MO                                   Retail              Anchored          3,742,000.00
   127       1      Bi-Lo Plaza                                                 Retail              Anchored          3,681,401.18
   129       1      Amity Commons Shopping Center                               Retail             Unanchored         3,600,000.00
   130       1      Academy Sports - Macon, GA                                  Retail              Anchored          3,478,000.00
   131       1      Rite Aid - Toledo, OH                                       Retail             Unanchored         3,471,056.07
   132       1      La-Z Boy - Glendale, AZ                                     Retail             Unanchored         3,415,000.00
   135       1      Eckerd - Lawrenceville, GA                                  Retail             Unanchored         3,093,624.02
   136       1      Ballantyne Shopping Center                                  Retail          Shadow Anchored       3,090,087.48
   137       1      Hannaford - Topsham, ME                                      Land                Retail           2,994,138.21
   138       1      Office Depot Plaza                                          Retail              Anchored          2,990,000.00
   141       1      CVS - Madison, MS                                           Retail              Anchored          2,809,000.00
   143       1      Flamingo Plaza                                              Retail          Shadow Anchored       2,395,207.25
   144       1      CVS - Richland Hills, TX                                    Retail              Anchored          2,379,000.00
   145       1      Rite Aid - Defiance, OH                                     Retail             Unanchored         2,321,000.00
   146       1      Rite Aid - Wauseon, OH                                      Retail             Unanchored         2,142,000.00
   147       1      Rite Aid - Enterprise, AL                                   Retail             Unanchored         2,043,000.00
   148       1      CVS - Alpharetta, GA                                        Retail              Anchored          2,015,000.00
   149       1      Staples - Crossville, TN                                    Retail              Anchored          1,885,000.00
   150       1      David's Bridal - Lenexa, KS                                 Retail              Anchored          1,799,000.00
   151       1      Rite Aid - Saco, ME                                         Retail             Unanchored         1,375,000.00
   152       1      Swann/Henderson Retail Center                               Retail             Unanchored          916,895.46


MORTGAGE     NUMBER                                                       LARGEST        LARGEST
  LOAN      OF UNITS   UNIT OF                                             TENANT       TENANT EXP.
 NUMBER     (UNITS)    MEASURE   LARGEST TENANT                           % OF NRA         DATE        2ND LARGEST TENANT NAME
------------------------------------------------------------------------------------------------------------------------------------

    1      3,492,882   Sq. Ft.   Various                                  Various        Various       Various
  1.01      640,974    Sq. Ft.   Pottery Barn Outlet                       9.88%         01/31/18      Neiman Marcus Last Call
  1.02      532,290    Sq. Ft.   Vanity Fair                               5.04%         11/30/09      Old Navy
  1.03      476,534    Sq. Ft.   Vanity Fair                               4.88%         12/31/08      Off 5th Saks
  1.04      409,923    Sq. Ft.   Pottery Barn                              6.80%         01/31/11      Nike
  1.05      270,324    Sq. Ft.   Nike                                      6.47%         05/31/07      Bass Company Store
  1.06      279,387    Sq. Ft.   Casual Corner Annex                       3.95%         08/31/06      Liz Claiborne
  1.07      302,799    Sq. Ft.   VF Outlet                                 7.32%         03/31/10      Burke's
  1.08      145,962    Sq. Ft.   Liz Claiborne                             8.22%         12/31/09      Mikasa
  1.09      226,816    Sq. Ft.   Liz Claibourne                            5.31%         03/31/09      Gap
  1.10      207,873    Sq. Ft.   Bealls                                    7.41%         11/30/07      Nike
    3       499,554    Sq. Ft.   JPMorgan                                  14.46%        05/31/13      Time Inc.
    4       651,601    Sq. Ft.   MPS Group, Inc.// Modis                   17.48%        03/31/11      GSA/IRS
    5       810,615    Sq. Ft.   Various                                  Various        Various       Various
  5.01       79,986    Sq. Ft.   Fitworks                                  41.47%        06/30/14      Skeffington's
  5.02       95,000    Sq. Ft.   Medpace                                  100.00%        12/31/13
  5.03       92,763    Sq. Ft.   Cincinnati Bell                           83.65%        07/17/15      Walgreens
  5.04       81,500    Sq. Ft.   Cincinnati Bell                          100.00%        07/17/15
  5.05       77,171    Sq. Ft.   Cincinnati Bell                           51.06%        07/17/15      Fidelity Mortgage, Inc.
  5.06       74,212    Sq. Ft.   The Urology Group                         45.05%        09/30/12      Medisync, Inc.
  5.07       72,806    Sq. Ft.   US Bank, National Association             20.77%        03/31/10      Katzen International
  5.08       71,630    Sq. Ft.   ITT Educational                           46.90%        03/08/11      Bethesda, Inc.
  5.09       60,000    Sq. Ft.   Orau                                      50.00%        01/05/07      Cincinnati Bell
  5.10       53,714    Sq. Ft.   TriHealth/GHA                             44.08%        06/30/08      ADT Security Services
  5.11       51,833    Sq. Ft.   Infusion Partners                         19.78%        07/31/07      Concentra Health Services
    6       518,744    Sq. Ft.   Younkers                                  19.71%        12/13/10      Steve & Barry's
    7       518,409    Sq. Ft.   Hercules Incorporated                    100.00%        05/31/13
    8       549,561    Sq. Ft.   Kaiser Foundation Health Plan             30.95%        10/31/11      AFA Service Corp.
    9       256,745    Sq. Ft.   Harris Teeter                             20.23%        09/30/26      Stein Mart, Inc.
   11       278,765    Sq. Ft.   Qualcomm Inc.                             35.77%        01/18/08      Mohler Nixon & Williams
   12       129,379    Sq. Ft.   Phillips Place Cinemas                    23.19%        11/14/16      Dean and Deluca
   13       569,244    Sq. Ft.   Wal-Mart                                  20.48%        01/31/23      Storage Partners of
                                                                                                       Cheltenham, PA
   14       149,074    Sq. Ft.   NIA-GS                                    29.16%        09/30/11      IRS-GS
   15       166,234    Sq. Ft.   ACME                                      36.70%        02/11/24      Paoli Pharmacy
   16       638,566    Sq. Ft.   New York City Off-Track Betting           23.29%    Multiple Spaces   Hard Rock Cafe
   17       286,429    Sq. Ft.   Bank of Texas                             15.31%        05/31/11      Abby Office Centers
   18       107,664    Sq. Ft.   Synergy Workplaces                        23.78%        01/31/16      City National Bank
   20       226,160    Sq. Ft.   Hollywood Theatre                         13.26%        04/30/20      TJ Maxx
   22       284,163    Sq. Ft.   Quantum Corp.                            100.00%    Multiple Spaces
   24       249,258    Sq. Ft.   VF Factory Outlet                         8.44%         03/31/08      Liz Claiborne
   25       253,540    Sq. Ft.   Accuray, Incorporated                     28.63%        02/29/08      Medarex, Inc.
   26       163,399    Sq. Ft.   Ralph's                                   35.50%        09/30/17      Five Star Theaters
   31       121,043    Sq. Ft.   The Lending Connection                    21.61%        09/30/07      Pacific Mercantile Bank
   32       162,187    Sq. Ft.   Ross Stores, Inc.                         18.61%        01/31/16      Linens-n-Things
   34       300,213    Sq. Ft.   Parking Garage                            90.42%           NA         AMPCO
   35       274,652    Sq. Ft.   Cub Foods                                 22.72%        04/01/13      Office Depot
   36       138,943    Sq. Ft.   Shop Rite                                 41.80%        03/31/19      Office Depot
   37       142,523    Sq. Ft.   Home Depot                                71.52%        01/31/12      Staples
   38       172,018    Sq. Ft.   Albertson's                               28.08%        11/30/13      G.I. Joe's
   39       115,064    Sq. Ft.   Clemens Markets, Inc.                     28.42%        11/30/22      Eckerd
   41       172,300    Sq. Ft.   Belk                                      38.45%        03/21/24      Publix Super Markets, Inc.
   42       133,841    Sq. Ft.   Starkey Laboratories, Inc                 26.07%        09/30/10      Card Guard Technologies
   46       108,461    Sq. Ft.   The Prudential Insurance Co.              13.92%        05/31/08      E. Sun Bank
   47        72,856    Sq. Ft.   Rick Engineering                          14.43%        09/30/09      Sullivans
   48       106,611    Sq. Ft.   Walgreens                                 8.81%         07/31/10      Lockheed Martin Integrated
                                                                                                       Systems, Inc.
   50       258,129    Sq. Ft.   Dunlaps                                   16.46%        04/30/14      Anthony's
   51       111,346    Sq. Ft.   Ear Professionals                         3.86%         09/30/06      Del Terra Real Estate
                                                                                                       Services
   52       210,000    Sq. Ft.   EDS Information Services, LLC            100.00%        09/30/11
   56        88,679    Sq. Ft.   Carolina Orthopaedics & Sport Medicine    19.60%        02/15/14      Gaston Radiology
   57       117,593    Sq. Ft.   BJ's                                     100.00%        01/31/26
   60        86,120    Sq. Ft.   The Fresh Market                          24.40%        07/31/19      West Marine
   61        82,871    Sq. Ft.   Syspro Impact Software                    23.31%        07/14/08      Loan Correspondents
   62        86,669    Sq. Ft.   Modell's Sporting Goods                   20.17%        01/31/21      Michaels Stores
   63       220,000    Sq. Ft.   Seven for All Mankind, LLC               100.00%        03/31/21
   64        71,462    Sq. Ft.   First Franklin                            18.22%        03/07/09      The Penn Mutual Life
                                                                                                       Insurance
   65       111,381    Sq. Ft.   Office Depot                              25.73%        03/21/09      Big Lots
   67        79,112    Sq. Ft.   Plante & Moran                            35.69%        04/30/15      Stryker - Leibinger
   68        45,360    Sq. Ft.   Walgreens                                 33.33%        Various
  68.01      15,120    Sq. Ft.   Walgreens                                100.00%        10/31/21
  68.02      15,120    Sq. Ft.   Walgreens                                100.00%        02/28/21
  68.03      15,120    Sq. Ft.   Walgreens                                100.00%        12/31/21
   73        87,796    Sq. Ft.   Sweetbay                                  51.04%        11/02/21      ACE Hardware
   76       122,041    Sq. Ft.   Quantum Corp.                            100.00%    Multiple Spaces
   77       103,493    Sq. Ft.   Ace Hardware                              27.27%        10/14/11      OSCO
   78        52,090    Sq. Ft.   Northside Hospital                       100.00%        12/31/09
   79       154,426    Sq. Ft.   Gehan Homes                               7.16%         01/31/09      TSC Engineering
   83       120,000    Sq. Ft.   Wal-Mart (Ground Lease)                  100.00%        07/14/25
   85        60,000    Sq. Ft.   PGA of America                            50.00%        01/31/16      CTX Mortgage Company LLC
   86        62,572    Sq. Ft.   SuperValu, Lakeside                       43.95%        06/30/23      Aurora Pharmacy
                                                                                                       (frmr Snyder Drug)
   92       138,232    Sq. Ft.   Soo Mi Kim                                7.16%     Multiple Spaces   Metropolitan Life Insurance
   95        88,800    Sq. Ft.   Kohl's                                   100.00%        01/31/26
   96        48,800    Sq. Ft.   Children Bureau                           13.73%        08/31/06      Progresso Market
   98       127,000    Sq. Ft.   Property Solutions International (PSI)   100.00%        09/20/15
   100       54,433    Sq. Ft.   Panera Bread Company                      88.50%        10/31/10      Outback Steakhouse
   101       31,370    Sq. Ft.   CVS Pharmacy                              38.16%        01/31/31      Blockbuster
   103       73,418    Sq. Ft.   County of Lake                            22.64%    Multiple Spaces   State of IL Administration
                                                                                                       Office
   105       66,245    Sq. Ft.   Star Market                               66.42%        01/31/15      Big B Drugs
   106       62,328    Sq. Ft.   Rosser International                      90.96%        08/24/12      Trent Jones, D.D.S., P.C.
   108       95,173    Sq. Ft.   Lowe's                                   100.00%        04/30/15
   111       38,989    Sq. Ft.   Volt Information Sciences                 13.34%        03/14/08      Plural Venture Partners, Inc
   112       38,989    Sq. Ft.   Information Management Resources          11.75%        11/30/06      Tiempo Escrow II
   113       16,367    Sq. Ft.   Championship Grill                        47.31%        08/14/15      Pizzeria Laferlita
   114       31,170    Sq. Ft.   The Wine Cellar                           17.32%        05/31/12      The San Francisco Bread Co.
   116       22,474    Sq. Ft.   Goodwill Thrift Store                     42.95%        11/30/10      BBs Children's House
   117       50,560    Sq. Ft.   Conn's Appliances (CAI, LP)               74.98%        08/31/17      Goodwill
   118       14,820    Sq. Ft.   Walgreens                                100.00%        03/31/31
   119       13,050    Sq. Ft.   CVS                                      100.00%        07/05/26
   121       68,133    Sq. Ft.   Federal Express                          100.00%        09/30/15
   123       29,680    Sq. Ft.   Carle Foundation                         100.00%        03/31/17
   124       13,813    Sq. Ft.   CVS                                      100.00%        05/12/24
   125       38,320    Sq. Ft.   Harris Teeter                             86.01%        11/11/16      Endless Summer
   126       14,739    Sq. Ft.   Walgreens                                100.00%        12/31/30
   127       42,214    Sq. Ft.   BI-LO                                     85.08%        11/30/21      CATO
   129       40,299    Sq. Ft.   Amity Food Corp.                          34.78%    Multiple Spaces   Dollar Store / Gita Bhairam
   130       74,596    Sq. Ft.   Academy Sports                           100.00%        01/31/26
   131       11,180    Sq. Ft.   Rite Aid                                 100.00%        07/31/20
   132       23,000    Sq. Ft.   La-Z Boy                                 100.00%        10/31/15
   135       12,739    Sq. Ft.   Eckerd                                   100.00%        09/12/25
   136       10,000    Sq. Ft.   Pei We                                    31.00%        09/30/25      Starbucks
   137       71,000    Sq. Ft.   Hannaford (Ground Lease)                 100.00%        11/30/30
   138       30,060    Sq. Ft.   Office Depot                              66.73%        12/31/15      Hibbett Sporting
   141       13,824    Sq. Ft.   CVS                                      100.00%        06/10/24
   143       7,200     Sq. Ft.   Regions Bank                              58.33%        12/31/25      Wendy's (Ground Lease)
   144       10,908    Sq. Ft.   CVS                                      100.00%        08/28/17
   145       14,564    Sq. Ft.   Rite Aid                                 100.00%        01/31/26
   146       14,564    Sq. Ft.   Rite Aid                                 100.00%        01/31/26
   147       14,564    Sq. Ft.   Rite Aid                                 100.00%        01/31/26
   148       10,125    Sq. Ft.   CVS                                      100.00%        01/31/19
   149       23,942    Sq. Ft.   Staples                                  100.00%        06/30/16
   150       12,000    Sq. Ft.   David's Bridal                           100.00%        12/31/15
   151       11,180    Sq. Ft.   Rite Aid                                 100.00%        02/28/17
   152       5,058     Sq. Ft.   Statscript                                42.27%        10/14/06      Weekday Gourmet


             2ND                                                             3RD
           LARGEST                                                         LARGEST
MORTGAGE   TENANT      2ND LARGEST                                          TENANT     3RD LARGEST     MORTGAGE
  LOAN      % OF       TENANT EXP.                                           % OF      TENANT EXP.       LOAN
 NUMBER      NRA           DATE        3RD LARGEST TENANT NAME               NRA          DATE          NUMBER
----------------------------------------------------------------------------------------------------------------

    1      Various       Various       Various                             Various       Various           1
  1.01      4.38%        01/31/21      Gap Outlet                            3.72%       03/31/09        1.01
  1.02      3.79%        10/31/10      Nike                                  2.53%       02/28/10        1.02
  1.03      4.16%        12/31/11      Nike                                  3.16%       11/30/08        1.03
  1.04      3.38%        06/30/07      Brooks Brothers                       2.46%       12/31/08        1.04
  1.05      3.40%        12/31/09      Polo Ralph Lauren                     3.40%       10/31/08        1.05
  1.06      3.92%        03/31/15      Reebok/Rockport                       3.75%       08/31/07        1.06
  1.07      4.57%        09/30/07      Nike                                  4.44%       11/30/07        1.07
  1.08      5.56%        09/30/07      Bass                                  5.14%         MTM           1.08
  1.09      3.99%        04/30/06      Dress Barn                            3.95%       06/30/08        1.09
  1.10      4.34%        06/30/10      Dress Barn                            4.33%       12/31/06        1.10
    3      13.43%        08/31/10      Mass Mutual Life                     13.21%       01/31/09          3
    4      16.73%        11/02/10      Regency Centers                       9.96%       06/30/17          4
    5      Various       Various       Various                             Various       Various           5
  5.01     15.04%        01/31/07      Youthland Academy                    11.06%       01/31/16        5.01
  5.02                                                                                                   5.02
  5.03      4.03%        04/30/09      Kaplan Educational Center             3.73%       07/31/10        5.03
  5.04                                                                                                   5.04
  5.05     15.61%        08/31/10      Greater Cinti Hospital                8.59%       06/30/09        5.05
  5.06     16.70%        09/30/09      Progressive Casualty                 13.95%       01/31/08        5.06
  5.07     12.70%        07/31/16      Leukemia Lymphoma Society             9.51%       11/30/12        5.07
  5.08     26.87%        05/31/11      American Nursing                      8.66%       05/31/11        5.08
  5.09     50.00%        07/17/15                                                                        5.09
  5.10     23.69%        07/17/10      Everest/Dialysis Specialists         18.94%       01/31/07        5.10
  5.11     17.31%        07/31/15      Landmark                             15.29%       01/31/07        5.11
    6      15.44%        01/31/11      Circuit City                          6.27%       01/31/17          6
    7                                                                                                      7
    8       3.84%        07/31/12      National Cable Communications         3.03%       03/31/10          8
    9      13.90%        08/31/09      Marshalls                            13.63%       01/31/21          9
   11      14.27%        12/31/12      Aoptix Technologies                  10.38%       06/30/10         11
   12       7.24%    Multiple Spaces   Restoration Hardware                  6.84%       09/30/12         12
   13      17.93%        07/31/23      Pathmark Stores, Inc.                11.35%       08/31/20         13
   14      19.88%        11/30/06      Modells                              13.88%       03/31/09         14
   15       8.26%        11/30/10      Pier One Imports                      7.46%       02/28/12         15
   16       7.04%        01/10/21      Atkinson Koven Feinberg Engineers     5.95%       10/19/14         16
   17       6.14%        11/30/08      Park City Club                        5.82%       12/31/17         17
   18      22.89%        09/30/08      EH World                              8.30%       10/30/14         18
   20      12.38%        05/31/15      Michaels                              9.42%       06/30/15         20
   22                                                                                                     22
   24       4.81%        08/31/09      Dress Barn                            4.13%       12/31/10         24
   25      14.47%        10/31/09      Airmagnet, Inc.                      10.45%       01/31/08         25
   26       8.38%          MTM         U Save Furniture                      5.82%         MTM            26
   31      19.81%        05/31/09      Assistance in Marketing, Inc          7.19%       10/31/09         31
   32      16.77%        01/31/16      Petsmart                             13.99%       01/31/20         32
   34       6.25%        04/30/10      Business Improvement District         2.83%         MTM            34
   35       9.73%        04/01/07      AJ Wright                             9.11%       04/01/12         35
   36      15.51%        06/30/13      GSA                                   8.64%       10/31/14         36
   37      16.87%        12/31/14      Frantones Pizza                       3.86%         MTM            37
   38      28.04%        05/31/20      Rite Aid                             17.40%       11/30/13         38
   39       7.51%        11/11/09      Burger King (pad)                     6.78%       10/31/09         39
   41      31.56%        11/30/23      Blockbuster                           3.38%       03/31/09         41
   42      18.50%        01/14/09      Centocor Research & Dev              16.35%       10/31/07         42
   46      10.01%        05/14/10      American Continental Bank             7.55%       02/28/10         46
   47      10.31%        09/30/09      Realty Executives                     9.14%       10/31/11         47
   48       8.46%        06/30/06      American Management                   7.68%       12/31/06         48
   50      14.69%        01/31/10      Ross Dress for Less                  11.80%       01/31/16         50
   51       3.32%        05/31/07      Homewide Lending Corporation          3.19%         MTM            51
   52                                                                                                     52
   56      14.66%        08/01/21      Gaston Medical Group                 11.67%       01/31/14         56
   57                                                                                                     57
   60       8.17%        09/30/13      Bonefish Grill                        5.91%       11/30/14         60
   61      17.26%        05/23/08      TWI Cable Inc.                       12.40%       01/31/07         61
   62      18.33%        01/31/09      Tweeter                              16.48%       09/30/19         62
   63                                                                                                     63
   64      14.57%        11/30/07      Cowboy Properties, LLC                8.01%   Multiple Spaces      64
   65      15.84%        05/31/10      Ina / Thornydale, LLC                13.01%       10/02/63         65
   67      34.73%        04/30/12      Merrill Lynch                         7.76%       05/31/15         67
   68                                                                                                     68
  68.01                                                                                                  68.01
  68.02                                                                                                  68.02
  68.03                                                                                                  68.03
   73      14.69%        06/30/10      Dollar General                        7.40%       10/31/07         73
   76                                                                                                     76
   77      27.05%        01/31/07      Baum's Sporting Goods                 5.22%       04/30/12         77
   78                                                                                                     78
   79       5.59%        11/30/10      Vita-Living, Inc.                     5.27%       03/31/10         79
   83                                                                                                     83
   85       8.29%        11/30/08      Sellers Kuykendall                    6.92%       02/28/11         85
   86      18.53%        06/30/21      Bear Realty of Salem                 11.70%       02/29/16         86
   92       6.61%        10/31/10      GITI Tire (USA) Ltd.                  4.56%       09/14/06         92
   95                                                                                                     95
   96      12.30%        08/31/09      Doublz                                9.84%       04/30/15         96
   98                                                                                                     98
   100     11.50%        08/31/10                                                                         100
   101     25.50%        07/18/09      Happy Soles/Birkenstock Inc.          7.65%       09/30/06         101
   103      8.24%        06/30/09      Ancel Glink                           7.68%       12/31/08         103
   105     12.79%        01/31/10      Family Vision Care                    2.72%       07/31/07         105
   106      4.32%        02/28/13                                                                         106
   108                                                                                                    108
   111      7.90%          MTM         Snelling and Snelling, Inc            7.40%         MTM            111
   112     11.67%        11/10/09      Analog Devices, Inc.                 10.16%       07/24/06         112
   113     15.34%        03/31/15      Perceptions Salon & Spah-aa           9.85%       08/15/10         113
   114     15.40%        10/31/11      The Cato Corp                        13.35%       01/31/11         114
   116     16.66%        03/31/10      Casa Amiga Warehouse, Inc.            9.31%       04/30/11         116
   117     25.02%        08/31/09                                                                         117
   118                                                                                                    118
   119                                                                                                    119
   121                                                                                                    121
   123                                                                                                    123
   124                                                                                                    124
   125      6.94%        11/30/10      Aly Deli                              3.65%       07/31/08         125
   126                                                                                                    126
   127      8.46%        01/31/07      Subway                                3.98%       11/30/06         127
   129     15.86%        09/30/13      Rent-A-Center                         9.34%       08/31/15         129
   130                                                                                                    130
   131                                                                                                    131
   132                                                                                                    132
   135                                                                                                    135
   136     17.70%        09/30/15      Hair Cuttery                         14.80%       02/28/11         136
   137                                                                                                    137
   138     16.63%        01/31/11      Check Into Cash                       8.32%       12/31/07         138
   141                                                                                                    141
   143     41.67%        12/31/19                                                                         143
   144                                                                                                    144
   145                                                                                                    145
   146                                                                                                    146
   147                                                                                                    147
   148                                                                                                    148
   149                                                                                                    149
   150                                                                                                    150
   151                                                                                                    151
   152     29.06%        08/20/08      T-Mobile / VoiceStream               28.67%       08/09/07         152


*     Quantum Corp. subleases approximately 72,041 square feet of space to
      Lockheed Martin.

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

ANNEX A-5            CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
                     PROPERTIES (CROSSED & PORTFOLIOS)



               LOAN
 MORTGAGE     GROUP
LOAN NUMBER   NUMBER               PROPERTY NAME                            CITY          STATE
-------------------------------------------------------------------------------------------------

     1          1      Prime Outlets Pool                                 Various        Various
-------------------------------------------------------------------------------------------------
   1.01                Prime Outlets at San Marcos                       San Marcos         TX
   1.02                Prime Outlets at Grove City                       Grove City         PA
   1.03                Prime Outlets at Ellenton                          Ellenton          FL
   1.04                Prime Outlets at Jeffersonville                 Jeffersonville       OH
   1.05                Prime Outlets at Pleasant Prairie              Pleasant Prairie      WI
   1.06                Prime Outlets at Huntley                           Huntley           IL
   1.07                Prime Outlets at Gulfport                          Gulfport          MS
   1.08                Prime Outlets at Naples                             Naples           FL
   1.09                Prime Outlets at Lebanon                           Lebanon           TN
   1.10                Prime Outlets at Florida City                     Homestead          FL

     5          1      Central Parke Pool                                Cincinnati         OH
-------------------------------------------------------------------------------------------------
   5.01                4600 Smith Road                                   Cincinnati         OH
   5.02                4643 Forest Avenue                                Cincinnati         OH
   5.03                4600 Montgomery Road                              Cincinnati         OH
   5.04                4650 Montgomery Road                              Cincinnati         OH
   5.05                2100 Sherman Avenue                               Cincinnati         OH
   5.06                4700 Smith Road                                   Cincinnati         OH
   5.07                2300 Wall Street                                  Cincinnati         OH
   5.08                4650 Wesley Avenue                                Cincinnati         OH
   5.09                4850 Smith Road                                   Cincinnati         OH
   5.10                4600 Wesley Avenue                                Cincinnati         OH
   5.11                4623 Wesley Avenue                                Cincinnati         OH

  Various       1      Cole Portfolio                                     Various        Various
-------------------------------------------------------------------------------------------------
    68          1      Walgreens Pool                                     Various           MO
   68.01               Walgreens - Saint Louis, MO (Gravois Avenue)     Saint Louis         MO
   68.02               Walgreens - Florissant, MO                        Florissant         MO
   68.03               Walgreens - Saint Louis, MO (Telegraph Road)     Saint Louis         MO
    132         1      La-Z Boy - Glendale, AZ                            Glendale          AZ
    145         1      Rite Aid - Defiance, OH                            Defiance          OH

  Various       1      Atlanta Office Portfolio                           Various           GA
-------------------------------------------------------------------------------------------------
    78          1      Northside Johns Creek Medical                      Suwanne           GA
    106         1      Rosser International Building                      Atlanta           GA


                                                                                                               ORIGINAL
                                                                            CUT-OFF DATE    % OF AGGREGATE     TERM TO
 MORTGAGE     CROSS COLLATERALIZED AND CROSS                                LOAN BALANCE     CUT-OFF DATE    MATURITY OR
LOAN NUMBER        DEFAULTED LOAN FLAG         ORIGINAL LOAN BALANCE ($)        ($)            BALANCE        ARD (MOS.)
-------------------------------------------------------------------------------------------------------------------------

     1                                              315,340,000.00         315,340,000.00       11.02%           120
-------------------------------------------------------------------------------------------------------------------------
   1.01                                             76,750,000.00
   1.02                                             60,620,000.00
   1.03                                             56,050,000.00
   1.04                                             37,550,000.00
   1.05                                             32,250,000.00
   1.06                                             16,000,000.00
   1.07                                             13,500,000.00
   1.08                                              8,600,000.00
   1.09                                              8,300,000.00
   1.10                                              5,720,000.00

     5                                              83,500,000.00          83,500,000.00        2.92%            120
-------------------------------------------------------------------------------------------------------------------------
   5.01
   5.02
   5.03
   5.04
   5.05
   5.06
   5.07
   5.08
   5.09
   5.10
   5.11

  Various             Cole Portfolio                16,396,000.00          16,396,000.00        0.57%          Various
-------------------------------------------------------------------------------------------------------------------------
    68                Cole Portfolio                10,660,000.00          10,660,000.00        0.37%            120
   68.01                                             3,999,000.00
   68.02                                             3,372,000.00
   68.03                                             3,289,000.00
    132               Cole Portfolio                 3,415,000.00           3,415,000.00        0.12%             60
    145               Cole Portfolio                 2,321,000.00           2,321,000.00        0.08%            120

  Various        Atlanta Office Portfolio           14,000,000.00          13,988,775.21        0.49%            120
-------------------------------------------------------------------------------------------------------------------------
    78           Atlanta Office Portfolio            9,000,000.00           9,000,000.00        0.31%            120
    106          Atlanta Office Portfolio            5,000,000.00           4,988,775.21        0.17%            120


                                                                                MATURITY
              REMAINING                                                           DATE
               TERM TO     REMAINING   ORIGINAL   REMAINING     MONTHLY          OR ARD
               MATURITY       IO        AMORT       AMORT         P&I           BALLOON          APPRAISED
 MORTGAGE         OR        PERIOD       TERM       TERM        PAYMENTS        BALANCE            VALUE
LOAN NUMBER   ARD (MOS.)    (MOS.)      (MOS.)     (MOS.)         ($)             ($)               ($)
--------------------------------------------------------------------------------------------------------------

     1           116          20         360         360      1,792,444.82   276,292,379.51    788,350,000.00
--------------------------------------------------------------------------------------------------------------
   1.01                                                                                        200,000,000.00
   1.02                                                                                        148,000,000.00
   1.03                                                                                        137,000,000.00
   1.04                                                                                        91,600,000.00
   1.05                                                                                        78,700,000.00
   1.06                                                                                        40,000,000.00
   1.07                                                                                        36,500,000.00
   1.08                                                                                        21,500,000.00
   1.09                                                                                        20,750,000.00
   1.10                                                                                        14,300,000.00

     5           120          60         360         360       491,535.15    77,949,859.50     107,000,000.00
--------------------------------------------------------------------------------------------------------------
   5.01
   5.02
   5.03
   5.04
   5.05
   5.06
   5.07
   5.08
   5.09
   5.10
   5.11

  Various      Various      Various       IO         IO            IO        16,396,000.00     26,810,000.00
--------------------------------------------------------------------------------------------------------------
    68           114          114         IO         IO            IO        10,660,000.00     16,860,000.00
   68.01                                                                                        6,330,000.00
   68.02                                                                                        5,330,000.00
   68.03                                                                                        5,200,000.00
    132           54          54          IO         IO            IO         3,415,000.00      5,700,000.00
    145          116          116         IO         IO            IO         2,321,000.00      4,250,000.00

  Various        119        Various    Various     Various      Various      12,239,590.17     20,700,000.00
--------------------------------------------------------------------------------------------------------------
    78           119          119         IO         IO            IO         9,000,000.00     12,200,000.00
    106          119                     240         239       34,933.13      3,239,590.17      8,500,000.00


                                           LTV                               CUT-OFF
                            CUT-OFF       RATIO      NUMBER OF              DATE LOAN        UW NET       MORTGAGE
 MORTGAGE                  DATE LTV    AT MATURITY    UNITS     UNIT OF       AMOUNT          CASH          LOAN
LOAN NUMBER    DSCR (X)      RATIO       OR ARD      (UNITS)    MEASURE    PER UNIT ($)     FLOW ($)       NUMBER
------------------------------------------------------------------------------------------------------------------

     1           1.21       80.00%       70.09%      3,492,882  Sq. Ft.       180.56      51,881,207.03      1
------------------------------------------------------------------------------------------------------------------
   1.01                                              640,974    Sq. Ft.                   11,953,720.31     1.01
   1.02                                              532,290    Sq. Ft.                   10,835,441.04     1.02
   1.03                                              476,534    Sq. Ft.                   9,898,615.72      1.03
   1.04                                              409,923    Sq. Ft.                   7,415,225.42      1.04
   1.05                                              270,324    Sq. Ft.                   4,934,800.92      1.05
   1.06                                              279,387    Sq. Ft.                   1,636,062.89      1.06
   1.07                                              302,799    Sq. Ft.                   2,447,501.97      1.07
   1.08                                              145,962    Sq. Ft.                    975,879.02       1.08
   1.09                                              226,816    Sq. Ft.                   1,492,479.62      1.09
   1.10                                              207,873    Sq. Ft.                    291,480.12       1.10


     5           1.21       78.04%       72.85%      810,615    Sq. Ft.       103.01      7,145,816.36       5
------------------------------------------------------------------------------------------------------------------
   5.01                                               79,986    Sq. Ft.                                     5.01
   5.02                                               95,000    Sq. Ft.                                     5.02
   5.03                                               92,763    Sq. Ft.                                     5.03
   5.04                                               81,500    Sq. Ft.                                     5.04
   5.05                                               77,171    Sq. Ft.                                     5.05
   5.06                                               74,212    Sq. Ft.                                     5.06
   5.07                                               72,806    Sq. Ft.                                     5.07
   5.08                                               71,630    Sq. Ft.                                     5.08
   5.09                                               60,000    Sq. Ft.                                     5.09
   5.10                                               53,714    Sq. Ft.                                     5.10
   5.11                                               51,833    Sq. Ft.                                     5.11


  Various        1.91       61.16%       61.16%       82,924    Sq. Ft.       197.72      1,751,192.86    Various
------------------------------------------------------------------------------------------------------------------
    68           1.80       63.23%       63.23%       45,360    Sq. Ft.       235.01      1,050,338.70       68
   68.01                                              15,120    Sq. Ft.                    394,248.00      68.01
   68.02                                              15,120    Sq. Ft.                    332,168.00      68.02
   68.03                                              15,120    Sq. Ft.                    323,922.70      68.03
    132          1.95       59.91%       59.91%       23,000    Sq. Ft.       148.48       384,499.62       132
    145          2.37       54.61%       54.61%       14,564    Sq. Ft.       159.37       316,354.54       145


  Various        1.38       67.58%       59.13%      114,418    Sq. Ft.       122.26      1,283,392.71    Various
------------------------------------------------------------------------------------------------------------------
    78           1.47       73.77%       73.77%       52,090    Sq. Ft.       172.78       753,453.49        78
    106          1.26       58.69%       38.11%       62,328    Sq. Ft.       80.04        529,939.22       106

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

ANNEX A-6              DEBT SERVICE PAYMENT SCHEDULE FOR EDS BUILDING LOAN

LOAN PAY PERIOD    DEBT SERVICE ($)
---------------    ----------------
       1              117,777.00
       2              117,777.00
       3              117,777.00
       4              117,777.00
       5              117,777.00
       6              117,777.00
       7              117,777.00
       8              117,777.00
       9              117,777.00
      10              117,777.00
      11              117,777.00
      12              117,777.00
      13              117,777.00
      14              117,777.00
      15              117,777.00
      16              117,777.00
      17              117,777.00
      18              117,777.00
      19              117,777.00
      20              117,777.00
      21              117,777.00
      22              117,777.00
      23              117,777.00
      24              117,777.00
      25              117,777.00
      26              117,777.00
      27              117,777.00
      28              117,777.00
      29              117,777.00
      30              117,777.00
      31              117,777.00
      32              117,777.00
      33              117,777.00
      34              117,777.00
      35              117,777.00
      36              117,777.00
      37              117,777.00
      38              117,777.00
      39              117,777.00
      40              117,777.00
      41              117,777.00
      42              117,777.00
      43              117,777.00
      44              117,777.00
      45              117,777.00
      46              117,777.00
      47              117,777.00
      48              117,777.00
      49              117,777.00
      50              117,777.00
      51              117,777.00
      52              117,777.00
      53              117,777.00
      54              117,777.00
      55              117,777.00
      56              117,777.00
      57              117,777.00
      58              117,777.00
      59              117,777.00
      60              117,777.00
      61              132,609.00
      62              132,609.00
      63              132,609.00
      64              132,609.00
      65              132,609.00
      66              132,609.00
      67              132,609.00
      68              132,609.00
      69              132,609.00
      70              132,609.00
      71              132,609.00
      72              132,609.00
      73              132,609.00
      74              132,609.00
      75              132,609.00
      76              132,609.00
      77              132,609.00
      78              132,609.00
      79              132,609.00
      80              132,609.00
      81              132,609.00
      82              132,609.00
      83              132,609.00
      84              132,609.00
      85              132,609.00
      86              132,609.00
      87              132,609.00
      88              132,609.00
      89              132,609.00
      90              132,609.00
      91              132,609.00
      92              132,609.00
      93              132,609.00
      94              132,609.00
      95              132,609.00
      96              132,609.00
      97              132,609.00
      98              132,609.00
      99              132,609.00
     100              132,609.00
     101              132,609.00
     102              132,609.00
     103              132,609.00
     104              132,609.00
     105              132,609.00
     106              132,609.00
     107              132,609.00
     108              132,609.00
     109              132,609.00
     110              132,609.00
     111              132,609.00
     112              132,609.00
     113              132,609.00
     114              132,609.00
     115              132,609.00
     116              132,609.00
     117              132,609.00
     118              132,609.00
     119           11,259,211.41

WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                         MORTGAGED PROPERTIES BY PROPERTY TYPE FOR ALL MORTGAGE LOANS(1)

                                                                  % OF                                    WTD. AVG.
                                                                 CUT-OFF     AVERAGE         MAXIMUM       CUT-OFF
                                  NUMBER OF       AGGREGATE       DATE       CUT-OFF         CUT-OFF        DATE
                                  MORTGAGED        CUT-OFF        POOL         DATE           DATE           LTV
         PROPERTY TYPE            PROPERTIES    DATE BALANCE     BALANCE     BALANCE         BALANCE        RATIO
-------------------------------------------------------------------------------------------------------------------

Retail                                71       $ 1,039,479,666    36.3%    $ 14,640,559   $  83,000,000     73.3%
   Retail - Anchored                  42           617,816,678    21.6     $ 14,709,921   $  83,000,000     69.9%
   Retail - Outlet                    11           342,590,000    12.0     $ 31,144,545   $  76,750,000     79.9%
   Retail - Unanchored                14            64,792,295     2.3     $  4,628,021   $  15,575,000     71.6%
   Retail - Shadow Anchored(4)         4            14,280,693     0.5     $  3,570,173   $   4,500,000     68.8%
Office                                38           878,984,446    30.7     $ 23,131,170   $ 175,000,000     67.1%
Hospitality                           16           412,485,115    14.4     $ 25,780,320   $ 195,000,000     65.0%
Multifamily                           33           380,678,820    13.3     $ 11,535,722   $  28,400,000     74.4%
Industrial                             5            48,183,338     1.7     $  9,636,668   $  16,900,000     72.7%
Mixed Use                              2            45,340,000     1.6     $ 22,670,000   $  39,500,000     24.1%
Special Purpose                        1            21,200,000     0.7     $ 21,200,000   $  21,200,000     80.0%
Healthcare                             2            13,300,000     0.5     $  6,650,000   $   7,000,000     68.2%
Mobile Home Park                       3            12,135,904     0.4     $  4,045,301   $   4,586,390     47.6%
Land                                   2            10,635,138     0.4     $  5,317,569   $   7,641,000     65.0%
------------------------------       ---       ---------------   -----
                                     173       $ 2,862,422,428   100.0%    $ 16,545,794   $ 195,000,000     69.4%
                                     ===       ===============   =====


                                              WTD. AVG.
                                  WTD. AVG.     STATED     WTD. AVG.   MINIMUM   MAXIMUM
                                     LTV      REMAINING     CUT-OFF    CUT-OFF   CUT-OFF
                                  RATIO AT     TERM TO       DATE       DATE      DATE      WTD. AVG.    WTD. AVG.
                                  MATURITY     MATURITY       DSC        DSC       DSC      OCCUPANCY    MORTGAGE
         PROPERTY TYPE               (2)      (MOS.)(2)      RATIO      RATIO     RATIO     RATE(3)        RATE
------------------------------------------------------------------------------------------------------------------

Retail                              67.0%        116         1.37x      1.20x     2.46x       94.4%       5.706%
   Retail - Anchored                65.9%        116         1.46x      1.20x     2.02x       95.8%       5.763%
   Retail - Outlet                  69.9%        116         1.21x      1.21x     1.26x       91.4%       5.556%
   Retail - Unanchored              65.2%        114         1.42x      1.20x     2.46x       97.6%       5.918%
   Retail - Shadow Anchored(4)      54.4%        145         1.33x      1.22x     1.53x       95.3%       5.921%
Office                              60.3%        114         1.43x      1.08x     4.38x       93.4%       5.861%
Hospitality                         58.2%        112         1.84x      1.28x     3.52x        NA         5.865%
Multifamily                         69.2%        108         1.27x      1.20x     1.61x       92.8%       5.841%
Industrial                          65.5%         96         1.36x      1.23x     1.94x       98.2%       5.842%
Mixed Use                           22.9%        119         4.92x      1.29x     5.46x       98.9%       5.476%
Special Purpose                     75.1%         71         1.25x      1.25x     1.25x      100.0%       6.210%
Healthcare                          62.7%         90         1.48x      1.45x     1.51x       83.3%       6.141%
Mobile Home Park                    38.0%        119         2.06x      1.10x     3.26x       92.9%       5.872%
Land                                62.4%        118         1.50x      1.45x     1.62x      100.0%       5.801%
------------------------------
                                    63.2%        113         1.50X      1.08X     5.46X       94.0%       5.800%


______________________________

(1)   Because this table presents information relating to the Mortgaged
      Properties and not the Mortgage Loans, the information for Mortgage Loans
      secured by more than one Mortgaged Property is based on allocated amounts
      (allocating the Mortgage Loan principal balance to each of those
      properties by the appraised values of the Mortgaged Properties or the
      allocated loan amount (or specific release prices) as detailed in the
      related Mortgage Loan documents).

(2)   Calculated with respect to the Anticipated Repayment Date for ARD Loans.

(3)   Occupancy Rates were calculated based upon rent rolls made available to
      the applicable Mortgage Loan Seller by the related borrowers as of the
      rent roll date set forth on Annex A-1 to this prospectus supplement.
      Occupancy Rates exclude 16 hospitality properties, representing 14.4% of
      the Cut-Off Date Pool Balance.

(4)   A Mortgaged Property is classified as "shadow anchored" if it is located
      in close proximity to an anchored retail property.

The sum of aggregate percentage calculations may not equal 100% due to rounding.


                                      A-7-1



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                     MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 1 MORTGAGE LOANS(1)

                                                                  % OF                                    WTD. AVG.
                                                                 CUT-OFF      AVERAGE       MAXIMUM        CUT-OFF
                                  NUMBER OF       AGGREGATE       DATE        CUT-OFF       CUT-OFF         DATE
                                  MORTGAGED        CUT-OFF       GROUP 1        DATE          DATE           LTV
         PROPERTY TYPE            PROPERTIES    DATE BALANCE     BALANCE      BALANCE       BALANCE         RATIO
-------------------------------------------------------------------------------------------------------------------

Retail                                71       $ 1,039,479,666    42.0%    $ 14,640,559   $  83,000,000     73.3%
   Retail - Anchored                  42           617,816,678    25.0     $ 14,709,921   $  83,000,000     69.9%
   Retail - Outlet                    11           342,590,000    13.8     $ 31,144,545   $  76,750,000     79.9%
   Retail - Unanchored                14            64,792,295     2.6     $  4,628,021   $  15,575,000     71.6%
   Retail - Shadow Anchored(4)         4            14,280,693     0.6     $  3,570,173   $   4,500,000     68.8%
Office                                38           878,984,446    35.5     $ 23,131,170   $ 175,000,000     67.1%
Hospitality                           16           412,485,115    16.7     $ 25,780,320   $ 195,000,000     65.0%
Industrial                             5            48,183,338     1.9     $  9,636,668   $  16,900,000     72.7%
Mixed Use                              2            45,340,000     1.8     $ 22,670,000   $  39,500,000     24.1%
Special Purpose                        1            21,200,000     0.9     $ 21,200,000   $  21,200,000     80.0%
Healthcare                             2            13,300,000     0.5     $  6,650,000   $   7,000,000     68.2%
Land                                   2            10,635,138     0.4     $  5,317,569   $   7,641,000     65.0%
Mobile Home Park                       1            4,586,390      0.2     $  4,586,390   $   4,586,390     25.6%
------------------------------       ---       ---------------   -----
                                     138       $ 2,474,194,093   100.0%    $ 17,928,943   $ 195,000,000     68.7%
                                     ===       ===============   =====


                                               WTD. AVG.
                                  WTD. AVG.     STATED     WTD. AVG.   MINIMUM   MAXIMUM
                                     LTV      REMAINING     CUT-OFF    CUT-OFF   CUT-OFF
                                  RATIO AT     TERM TO       DATE       DATE      DATE      WTD. AVG.    WTD. AVG.
                                  MATURITY     MATURITY       DSC        DSC       DSC      OCCUPANCY    MORTGAGE
         PROPERTY TYPE               (2)      (MOS.)(2)      RATIO      RATIO     RATIO      RATE(3)       RATE
------------------------------------------------------------------------------------------------------------------

Retail                              67.0%        116         1.37x      1.20x     2.46x       94.4%        5.706%
   Retail - Anchored                65.9%        116         1.46x      1.20x     2.02x       95.8%        5.763%
   Retail - Outlet                  69.9%        116         1.21x      1.21x     1.26x       91.4%        5.556%
   Retail - Unanchored              65.2%        114         1.42x      1.20x     2.46x       97.6%        5.918%
   Retail - Shadow Anchored(4)      54.4%        145         1.33x      1.22x     1.53x       95.3%        5.921%
Office                              60.3%        114         1.43x      1.08x     4.38x       93.4%        5.861%
Hospitality                         58.2%        112         1.84x      1.28x     3.52x        NA          5.865%
Industrial                          65.5%         96         1.36x      1.23x     1.94x       98.2%        5.842%
Mixed Use                           22.9%        119         4.92x      1.29x     5.46x       98.9%        5.476%
Special Purpose                     75.1%         71         1.25x      1.25x     1.25x      100.0%        6.210%
Healthcare                          62.7%         90         1.48x      1.45x     1.51x       83.3%        6.141%
Land                                62.4%        118         1.50x      1.45x     1.62x      100.0%        5.801%
Mobile Home Park                    19.6%        118         3.26x      3.26x     3.26x      100.0%        5.520%
------------------------------
                                    62.3%        114         1.54X      1.08X     5.46X       94.2%        5.793%


______________________________

(1)   Because this table presents information relating to the Mortgaged
      Properties and not the Mortgage Loans, the information for Mortgage Loans
      secured by more than one Mortgaged Property is based on allocated amounts
      (allocating the Mortgage Loan principal balance to each of those
      properties by the appraised values of the Mortgaged Properties or the
      allocated loan amount (or specific release prices) as detailed in the
      related Mortgage Loan documents).

(2)   Calculated with respect to the Anticipated Repayment Date for ARD Loans.

(3)   Occupancy Rates were calculated based upon rent rolls made available to
      the applicable Mortgage Loan Seller by the related borrowers as of the
      rent roll date set forth on Annex A-1 to this prospectus supplement.
      Occupancy Rates exclude 16 hospitality properties, representing 16.7% of
      the Cut-Off Date Group 1 Balance.

(4)   A Mortgaged Property is classified as "shadow anchored" if it is located
      in close proximity to an anchored retail property.


                                      A-7-2



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                     MORTGAGED PROPERTIES BY PROPERTY TYPE FOR LOAN GROUP 2 MORTGAGE LOANS(1)

                                                                  % OF                                    WTD. AVG.
                                                                 CUT-OFF     AVERAGE         MAXIMUM       CUT-OFF
                                  NUMBER OF       AGGREGATE       DATE       CUT-OFF         CUT-OFF        DATE
                                  MORTGAGED        CUT-OFF       GROUP 2       DATE           DATE           LTV
         PROPERTY TYPE            PROPERTIES    DATE BALANCE     BALANCE     BALANCE         BALANCE        RATIO
-------------------------------------------------------------------------------------------------------------------

Multifamily                           33       $   380,678,820    98.1%    $ 11,535,722   $  28,400,000     74.4%
Mobile Home Park                       2             7,549,514     1.9     $  3,774,757   $   3,900,000     60.9%
------------------------------       ---       ---------------   -----
                                      35       $   388,228,335   100.0%    $ 11,092,238   $  28,400,000     74.1%
                                     ===       ===============   =====


                                              WTD. AVG.
                                  WTD. AVG.     STATED     WTD. AVG.   MINIMUM   MAXIMUM
                                     LTV      REMAINING     CUT-OFF    CUT-OFF   CUT-OFF
                                  RATIO AT     TERM TO       DATE       DATE      DATE      WTD. AVG.    WTD. AVG.
                                  MATURITY     MATURITY       DSC        DSC       DSC      OCCUPANCY    MORTGAGE
         PROPERTY TYPE               (2)      (MOS.)(2)      RATIO      RATIO     RATIO       RATE         RATE
------------------------------------------------------------------------------------------------------------------

Multifamily                         69.2%        108         1.27x      1.20x     1.61x       92.8%        5.841%
Mobile Home Park                    49.2%        119         1.34x      1.10x     1.59x       88.6%        6.086%
------------------------------
                                    68.8%        109         1.27X      1.10X     1.61X       92.8%        5.846%


______________________________

(1)   Because this table presents information relating to the Mortgaged
      Properties and not the Mortgage Loans, the information for Mortgage Loans
      secured by more than one Mortgaged Property is based on allocated amounts
      (allocating the Mortgage Loan principal balance to each of those
      properties by the appraised values of the Mortgaged Properties or the
      allocated allocated loan amount (or specific release prices) as detailed
      in the related Mortgage Loan documents).

(2)   Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                      A-7-3



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                            RANGE OF CUT-OFF DATE BALANCES FOR ALL MORTGAGE LOANS

                                                                   % OF
                                              AGGREGATE           CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF        CUT-OFF             DATE           CUT-OFF           CUT-OFF
      RANGE OF CUT-OFF        MORTGAGE           DATE              POOL             DATE             DATE
     DATE BALANCES ($)          LOANS          BALANCE            BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

< / = 2,000,000                    4         $     5,975,895         0.2%       $  1,493,974     $   1,885,000
2,000,001  - 3,000,000            12              30,416,956         1.1        $  2,534,746     $   2,994,138
3,000,001  - 4,000,000            16              56,834,040         2.0        $  3,552,127     $   3,998,000
4,000,001  - 5,000,000            16              72,425,089         2.5        $  4,526,568     $   4,994,589
5,000,001  - 6,000,000             6              32,879,868         1.1        $  5,479,978     $   5,955,285
6,000,001  - 7,000,000            11              69,732,458         2.4        $  6,339,314     $   7,000,000
7,000,001  - 8,000,000             7              52,879,996         1.8        $  7,554,285     $   8,000,000
8,000,001  - 9,000,000             3              26,250,000         0.9        $  8,750,000     $   9,000,000
9,000,001  - 10,000,000            5              48,562,150         1.7        $  9,712,430     $   9,980,332
10,000,001 - 15,000,000           24             292,368,785        10.2        $ 12,182,033     $  14,780,000
15,000,001 - 20,000,000           12             202,052,146         7.1        $ 16,837,679     $  19,600,000
20,000,001 - 25,000,000            8             178,068,000         6.2        $ 22,258,500     $  24,600,000
25,000,001 - 30,000,000            8             217,300,000         7.6        $ 27,162,500     $  28,400,000
30,000,001 - 35,000,000            2              64,856,000         2.3        $ 32,428,000     $  34,000,000
35,000,001 - 40,000,000            4             154,289,000         5.4        $ 38,572,250     $  40,000,000
40,000,001 - 45,000,000            3             132,800,000         4.6        $ 44,266,667     $  44,500,000
45,000,001 - 50,000,000            2              94,000,000         3.3        $ 47,000,000     $  48,000,000
50,000,001 - 55,000,000            1              51,000,000         1.8        $ 51,000,000     $  51,000,000
60,000,001 - 65,000,000            1              65,000,000         2.3        $ 65,000,000     $  65,000,000
75,000,001 - 80,000,000            1              77,892,043         2.7        $ 77,892,043     $  77,892,043
80,000,001 - 315,340,000           6             936,840,000        32.7        $156,140,000     $ 315,340,000
----------------------------     ---         ---------------       -----
                                 152         $ 2,862,422,428       100.0%       $ 18,831,726     $ 315,340,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
      RANGE OF CUT-OFF        DATE LTV     LTV RATIO     MATURITY       DATE DSC    MORTGAGE
     DATE BALANCES ($)          RATIO    AT MATURITY *   (MOS.) *        RATIO       RATE
---------------------------------------------------------------------------------------------

< / = 2,000,000                 60.3%         57.9%           65          2.00x      5.807%
2,000,001  - 3,000,000          64.9%         60.0%          103          1.74x      5.755%
3,000,001  - 4,000,000          67.7%         58.9%          117          1.53x      5.831%
4,000,001  - 5,000,000          68.8%         59.4%          115          1.48x      5.696%
5,000,001  - 6,000,000          65.8%         59.1%           97          1.48x      5.952%
6,000,001  - 7,000,000          67.1%         59.9%          109          1.62x      5.879%
7,000,001  - 8,000,000          68.7%         62.5%          113          1.43x      5.859%
8,000,001  - 9,000,000          75.8%         71.6%          119          1.29x      5.754%
9,000,001  - 10,000,000         70.6%         60.7%          118          1.34x      5.729%
10,000,001 - 15,000,000         71.5%         63.6%          111          1.41x      5.899%
15,000,001 - 20,000,000         73.1%         66.1%          110          1.26x      5.736%
20,000,001 - 25,000,000         73.7%         68.9%          105          1.36x      5.822%
25,000,001 - 30,000,000         74.5%         68.3%          101          1.28x      5.930%
30,000,001 - 35,000,000         51.5%         49.4%          116          2.64x      5.417%
35,000,001 - 40,000,000         56.2%         51.8%          105          2.31x      5.927%
40,000,001 - 45,000,000         77.4%         73.3%          119          1.23x      5.960%
45,000,001 - 50,000,000         70.8%         65.8%          116          1.35x      5.574%
50,000,001 - 55,000,000         67.3%         62.8%          120          1.24x      5.830%
60,000,001 - 65,000,000         63.4%         63.4%          119          1.50x      5.850%
75,000,001 - 80,000,000         65.7%         51.4%          119          1.83x      6.270%
80,000,001 - 315,340,000        69.5%         63.2%          118          1.49x      5.708%
----------------------------
                                69.4%         63.2%          113          1.50X      5.800%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                      A-7-4



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                        RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 1 MORTGAGE LOANS

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
      RANGE OF CUT-OFF        MORTGAGE            DATE            GROUP 1           DATE             DATE
     DATE BALANCES ($)          LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

< / = 2,000,000                    4         $     5,975,895         0.2%       $  1,493,974     $   1,885,000
2,000,001  - 3,000,000             9              22,088,345         0.9        $  2,454,261     $   2,994,138
3,000,001  - 4,000,000            13              46,164,525         1.9        $  3,551,117     $   3,998,000
4,000,001  - 5,000,000            13              58,765,089         2.4        $  4,520,391     $   4,994,589
5,000,001  - 6,000,000             5              27,789,525         1.1        $  5,557,905     $   5,955,285
6,000,001  - 7,000,000             7              44,245,231         1.8        $  6,320,747     $   7,000,000
7,000,001  - 8,000,000             4              30,299,996         1.2        $  7,574,999     $   7,966,664
8,000,001  - 9,000,000             2              17,950,000         0.7        $  8,975,000     $   9,000,000
9,000,001  - 10,000,000            4              38,782,020         1.6        $  9,695,505     $   9,980,332
10,000,001 - 15,000,000           17             206,420,330         8.3        $ 12,142,372     $  14,720,000
15,000,001 - 20,000,000            9             154,418,093         6.2        $ 17,157,566     $  19,600,000
20,000,001 - 25,000,000            5             108,118,000         4.4        $ 21,623,600     $  23,868,000
25,000,001 - 30,000,000            5             136,500,000         5.5        $ 27,300,000     $  28,250,000
30,000,001 - 35,000,000            2              64,856,000         2.6        $ 32,428,000     $  34,000,000
35,000,001 - 40,000,000            4             154,289,000         6.2        $ 38,572,250     $  40,000,000
40,000,001 - 45,000,000            3             132,800,000         5.4        $ 44,266,667     $  44,500,000
45,000,001 - 50,000,000            2              94,000,000         3.8        $ 47,000,000     $  48,000,000
50,000,001 - 55,000,000            1              51,000,000         2.1        $ 51,000,000     $  51,000,000
60,000,001 - 65,000,000            1              65,000,000         2.6        $ 65,000,000     $  65,000,000
75,000,001 - 80,000,000            1              77,892,043         3.1        $ 77,892,043     $  77,892,043
80,000,001 - 315,340,000           6             936,840,000        37.9        $156,140,000     $ 315,340,000
----------------------------     ---         ---------------       -----
                                 117         $ 2,474,194,093       100.0%       $ 21,146,958     $ 315,340,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
      RANGE OF CUT-OFF        DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
     DATE BALANCES ($)          RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

< / = 2,000,000                 60.3%        57.9%           65          2.00x       5.807%
2,000,001  - 3,000,000          61.3%        58.9%           97          1.93x       5.746%
3,000,001  - 4,000,000          68.1%        59.6%          116          1.58x       5.796%
4,000,001  - 5,000,000          66.6%        56.8%          113          1.53x       5.701%
5,000,001  - 6,000,000          66.6%        59.4%          104          1.53x       5.972%
6,000,001  - 7,000,000          65.6%        58.2%          109          1.85x       5.942%
7,000,001  - 8,000,000          62.9%        55.8%          118          1.57x       5.839%
8,000,001  - 9,000,000          74.2%        70.4%          118          1.33x       5.668%
9,000,001  - 10,000,000         71.1%        61.5%          118          1.36x       5.779%
10,000,001 - 15,000,000         69.6%        61.4%          108          1.47x       5.965%
15,000,001 - 20,000,000         75.2%        67.6%          107          1.25x       5.778%
20,000,001 - 25,000,000         73.8%        67.3%          110          1.36x       5.765%
25,000,001 - 30,000,000         71.7%        64.1%          103          1.34x       5.825%
30,000,001 - 35,000,000         51.5%        49.4%          116          2.64x       5.417%
35,000,001 - 40,000,000         56.2%        51.8%          105          2.31x       5.927%
40,000,001 - 45,000,000         77.4%        73.3%          119          1.23x       5.960%
45,000,001 - 50,000,000         70.8%        65.8%          116          1.35x       5.574%
50,000,001 - 55,000,000         67.3%        62.8%          120          1.24x       5.830%
60,000,001 - 65,000,000         63.4%        63.4%          119          1.50x       5.850%
75,000,001 - 80,000,000         65.7%        51.4%          119          1.83x       6.270%
80,000,001 - 315,340,000        69.5%        63.2%          118          1.49x       5.708%
----------------------------
                                68.7%        62.3%          114          1.54X       5.793%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                      A-7-5



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                        RANGE OF CUT-OFF DATE BALANCES FOR LOAN GROUP 2 MORTGAGE LOANS

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
      RANGE OF CUT-OFF        MORTGAGE            DATE            GROUP 2           DATE             DATE
     DATE BALANCES ($)          LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

2,000,001  - 3,000,000             3         $     8,328,611         2.1%       $  2,776,204     $   2,917,043
3,000,001  - 4,000,000             3              10,669,514         2.7        $  3,556,505     $   3,900,000
4,000,001  - 5,000,000             3              13,660,000         3.5        $  4,553,333     $   4,865,000
5,000,001  - 6,000,000             1               5,090,343         1.3        $  5,090,343     $   5,090,343
6,000,001  - 7,000,000             4              25,487,227         6.6        $  6,371,807     $   6,700,000
7,000,001  - 8,000,000             3              22,580,000         5.8        $  7,526,667     $   8,000,000
8,000,001  - 9,000,000             1               8,300,000         2.1        $  8,300,000     $   8,300,000
9,000,001  - 10,000,000            1               9,780,131         2.5        $  9,780,131     $   9,780,131
10,000,001 - 15,000,000            7              85,948,455        22.1        $ 12,278,351     $  14,780,000
15,000,001 - 20,000,000            3              47,634,053        12.3        $ 15,878,018     $  16,217,053
20,000,001 - 25,000,000            3              69,950,000        18.0        $ 23,316,667     $  24,600,000
25,000,001 - 30,000,000            3              80,800,000        20.8        $ 26,933,333     $  28,400,000
----------------------------     ---         ---------------       -----
                                  35         $   388,228,335       100.0%       $ 11,092,238     $  28,400,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG .                 REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
      RANGE OF CUT-OFF        DATE LTV    LTV RATIO      MATURITY      DATE DSC     MORTGAGE
     DATE BALANCES ($)          RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

2,000,001  - 3,000,000          74.5%        62.9%          119          1.21x       5.778%
3,000,001  - 4,000,000          65.9%        56.1%          119          1.31x       5.982%
4,000,001  - 5,000,000          78.1%        70.2%          120          1.23x       5.673%
5,000,001  - 6,000,000          61.3%        57.5%           58          1.21x       5.843%
6,000,001  - 7,000,000          69.5%        62.9%          108          1.21x       5.770%
7,000,001  - 8,000,000          76.4%        71.4%          105          1.26x       5.885%
8,000,001  - 9,000,000          79.2%        74.1%          120          1.21x       5.940%
9,000,001  - 10,000,000         68.4%        57.3%          118          1.25x       5.530%
10,000,001 - 15,000,000         76.2%        69.1%          119          1.26x       5.740%
15,000,001 - 20,000,000         66.3%        61.1%          119          1.32x       5.599%
20,000,001 - 25,000,000         73.5%        71.5%           98          1.37x       5.910%
25,000,001 - 30,000,000         79.2%        75.4%           98          1.20x       6.107%
----------------------------
                                74.1%        68.8%          109          1.27X       5.846%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                      A-7-6



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                           MORTGAGED PROPERTIES BY STATE FOR ALL MORTGAGE LOANS(1)

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
                              MORTGAGED           DATE             POOL             DATE             DATE
        STATE                 PROPERTIES         BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

CA                                22         $   371,690,219        13.0%       $ 16,895,010     $  46,000,000
  Southern(3)                     18             281,639,000         9.8        $ 15,646,611     $  35,789,000
  Northern(3)                      4              90,051,219         3.1        $ 22,512,805     $  46,000,000
FL                                15             261,985,979         9.2        $ 17,465,732     $  85,000,000
TX                                12             250,149,000         8.7        $ 20,845,750     $  76,750,000
IL                                 6             228,279,079         8.0        $ 38,046,513     $ 195,000,000
NY                                 4             224,200,000         7.8        $ 56,050,000     $ 175,000,000
PA                                 5             183,330,000         6.4        $ 36,666,000     $  60,620,000
NC                                11             166,000,264         5.8        $ 15,090,933     $  51,000,000
GA                                14             155,898,641         5.4        $ 11,135,617     $  65,000,000
OH                                16             149,784,056         5.2        $  9,361,504     $  37,550,000
AZ                                 6              91,790,000         3.2        $ 15,298,333     $  48,000,000
NE                                 1              83,000,000         2.9        $ 83,000,000     $  83,000,000
DE                                 1              77,892,043         2.7        $ 77,892,043     $  77,892,043
WA                                 6              75,678,531         2.6        $ 12,613,089     $  22,000,000
MD                                 3              64,935,593         2.3        $ 21,645,198     $  44,000,000
CO                                 4              61,641,469         2.2        $ 15,410,367     $  28,250,000
MO                                 7              57,293,000         2.0        $  8,184,714     $  30,856,000
WI                                 2              39,450,000         1.4        $ 19,725,000     $  32,250,000
VA                                 5              38,722,899         1.4        $  7,744,580     $  14,000,000
MI                                 3              35,262,394         1.2        $ 11,754,131     $  14,062,394
KS                                 3              29,498,514         1.0        $  9,832,838     $  24,050,000
MA                                 3              28,506,682         1.0        $  9,502,227     $  17,301,881
NV                                 1              28,000,000         1.0        $ 28,000,000     $  28,000,000
IN                                 1              26,000,000         0.9        $ 26,000,000     $  26,000,000
SC                                 4              25,044,758         0.9        $  6,261,189     $  11,870,000
MS                                 3              19,299,000         0.7        $  6,433,000     $  13,500,000
TN                                 3              16,278,869         0.6        $  5,426,290     $   8,300,000
KY                                 1              12,297,658         0.4        $ 12,297,658     $  12,297,658
AL                                 3              11,896,589         0.4        $  3,965,530     $   4,994,589
NH                                 1              11,700,000         0.4        $ 11,700,000     $  11,700,000
UT                                 1              11,200,000         0.4        $ 11,200,000     $  11,200,000
CT                                 2               8,795,000         0.3        $  4,397,500     $   4,720,000
WV                                 1               7,966,664         0.3        $  7,966,664     $   7,966,664
NJ                                 1               4,586,390         0.2        $  4,586,390     $   4,586,390
ME                                 2               4,369,138         0.2        $  2,184,569     $   2,994,138
----------------------------     ---         ---------------       -----
                                 173         $ 2,862,422,428       100.0%       $ 16,545,794     $ 195,000,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                           STATED
                              WTD. AVG.    WTD. AVG.     REMAINING     WTD. AVG.
                               CUT-OFF     LTV RATIO      TERM TO       CUT-OFF     WTD. AVG.
                              DATE LTV    AT MATURITY     MATURITY     DATE DSC     MORTGAGE
        STATE                   RATIO         (2)        (MOS.) (2)      RATIO        RATE
---------------------------------------------------------------------------------------------

CA                              71.0%        65.4%           95          1.35x       5.937%
  Southern(3)                   71.8%        65.9%           94          1.34x       5.986%
  Northern(3)                   68.6%        63.7%           99          1.36x       5.783%
FL                              75.2%        67.7%          118          1.33x       5.757%
TX                              70.7%        63.7%          114          1.54x       5.738%
IL                              66.4%        60.1%          118          1.78x       5.840%
NY                              48.8%        44.8%          120          2.19x       5.606%
PA                              77.6%        69.3%          118          1.21x       5.810%
NC                              73.9%        68.2%          122          1.30x       5.811%
GA                              68.2%        64.2%          112          1.42x       5.847%
OH                              78.0%        71.5%          119          1.24x       5.745%
AZ                              74.2%        69.6%          114          1.28x       5.682%
NE                              57.2%        57.2%          120          2.02x       5.880%
DE                              65.7%        51.4%          119          1.83x       6.270%
WA                              67.2%        60.3%          119          1.40x       5.589%
MD                              76.9%        68.2%          108          1.25x       6.017%
CO                              69.8%        61.5%          118          1.38x       5.496%
MO                              66.0%        65.0%          115          1.68x       5.275%
WI                              78.4%        68.3%          117          1.25x       5.574%
VA                              72.3%        61.7%          120          1.31x       5.970%
MI                              66.5%        59.1%           99          1.43x       6.565%
KS                              62.2%        60.5%          115          1.63x       5.483%
MA                              61.9%        56.6%           67          1.62x       6.142%
NV                              74.7%        67.4%          111          1.50x       5.980%
IN                              77.6%        71.1%          119          1.20x       5.770%
SC                              67.7%        63.0%          103          1.48x       5.995%
MS                              75.3%        68.4%          107          1.39x       5.644%
TN                              78.0%        68.4%          110          1.31x       5.698%
KY                              66.5%        56.1%          116          1.79x       5.710%
AL                              69.9%        64.5%           93          1.60x       5.585%
NH                              77.0%        69.4%          119          1.25x       5.860%
UT                              68.7%        60.8%          120          1.26x       5.940%
CT                              80.0%        71.8%          120          1.21x       5.675%
WV                              61.3%        51.9%          116          2.03x       5.800%
NJ                              25.6%        19.6%          118          3.26x       5.520%
ME                              58.3%        51.9%           99          1.88x       5.738%
----------------------------
                                69.4%        63.2%          113          1.50X       5.800%


____________________________

(1)   Because this table presents information relating to the Mortgaged
      Properties and not the Mortgage Loans, the information for Mortgage Loans
      secured by more than one Mortgaged Property is based on allocated amounts
      (allocating the Mortgage Loan principal balance to each of these
      properties by the appraised values of the Mortgaged Properties allocated
      loan amount (or specific release prices) as detailed in the related
      Mortgage Loan documents).

(2)   Calculated with respect to the Anticipated Repayment Date for ARD Loans.

(3)   For purposes of determining whether a Mortgaged Property is in Northern
      California or Southern California, Mortgaged Properties north of San Luis
      Obispo County, Kern County and San Bernardino County were included in
      Northern California and Mortgaged Properties in or south of such counties
      were included in Southern California.


                                      A-7-7



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                      MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 1 MORTGAGE LOANS(1)

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
                              MORTGAGED           DATE            GROUP 1           DATE             DATE
            STATE             PROPERTIES         BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

CA                                18         $   308,390,219        12.5%       $ 17,132,790     $  46,000,000
  Southern(3)                     14             218,339,000         8.8        $ 15,595,643     $  35,789,000
  Northern(3)                      4              90,051,219         3.6        $ 22,512,805     $  46,000,000
FL                                15             261,985,979        10.6        $ 17,465,732     $  85,000,000
IL                                 6             228,279,079         9.2        $ 38,046,513     $ 195,000,000
NY                                 3             218,100,000         8.8        $ 72,700,000     $ 175,000,000
PA                                 5             183,330,000         7.4        $ 36,666,000     $  60,620,000
TX                                 7             180,049,000         7.3        $ 25,721,286     $  76,750,000
OH                                16             149,784,056         6.1        $  9,361,504     $  37,550,000
NC                                 6             122,420,773         4.9        $ 20,403,462     $  51,000,000
GA                                 8              98,250,342         4.0        $ 12,281,293     $  65,000,000
AZ                                 6              91,790,000         3.7        $ 15,298,333     $  48,000,000
NE                                 1              83,000,000         3.4        $ 83,000,000     $  83,000,000
DE                                 1              77,892,043         3.1        $ 77,892,043     $  77,892,043
MD                                 3              64,935,593         2.6        $ 21,645,198     $  44,000,000
MO                                 7              57,293,000         2.3        $  8,184,714     $  30,856,000
WA                                 2              40,500,000         1.6        $ 20,250,000     $  22,000,000
WI                                 2              39,450,000         1.6        $ 19,725,000     $  32,250,000
CO                                 2              37,941,469         1.5        $ 18,970,734     $  28,250,000
MA                                 3              28,506,682         1.2        $  9,502,227     $  17,301,881
NV                                 1              28,000,000         1.1        $ 28,000,000     $  28,000,000
MI                                 2              25,062,394         1.0        $ 12,531,197     $  14,062,394
SC                                 4              25,044,758         1.0        $  6,261,189     $  11,870,000
VA                                 3              22,795,399         0.9        $  7,598,466     $  14,000,000
MS                                 3              19,299,000         0.8        $  6,433,000     $  13,500,000
TN                                 3              16,278,869         0.7        $  5,426,290     $   8,300,000
KY                                 1              12,297,658         0.5        $ 12,297,658     $  12,297,658
AL                                 3              11,896,589         0.5        $  3,965,530     $   4,994,589
NH                                 1              11,700,000         0.5        $ 11,700,000     $  11,700,000
UT                                 1              11,200,000         0.5        $ 11,200,000     $  11,200,000
WV                                 1               7,966,664         0.3        $  7,966,664     $   7,966,664
NJ                                 1               4,586,390         0.2        $  4,586,390     $   4,586,390
ME                                 2               4,369,138         0.2        $  2,184,569     $   2,994,138
KS                                 1               1,799,000         0.1        $  1,799,000     $   1,799,000
----------------------------     ---         ---------------       -----
                                 138         $ 2,474,194,093       100.0%       $ 17,928,943     $ 195,000,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                           STATED
                              WTD. AVG.    WTD. AVG.     REMAINING     WTD. AVG.
                               CUT-OFF     LTV RATIO      TERM TO       CUT-OFF     WTD. AVG.
                              DATE LTV    AT MATURITY     MATURITY     DATE DSC     MORTGAGE
            STATE               RATIO         (2)        (MOS.)(2)       RATIO        RATE
---------------------------------------------------------------------------------------------

CA                              69.3%        62.8%          101          1.38x       5.820%
  Southern(3)                   69.6%        62.4%          101          1.39x       5.835%
  Northern(3)                   68.6%        63.7%           99          1.36x       5.783%
FL                              75.2%        67.7%          118          1.33x       5.757%
IL                              66.4%        60.1%          118          1.78x       5.840%
NY                              48.3%        44.4%          120          2.22x       5.604%
PA                              77.6%        69.3%          118          1.21x       5.810%
TX                              68.1%        60.6%          112          1.66x       5.686%
OH                              78.0%        71.5%          119          1.24x       5.745%
NC                              72.9%        67.7%          122          1.32x       5.832%
GA                              65.6%        62.3%          117          1.49x       5.846%
AZ                              74.2%        69.6%          114          1.28x       5.682%
NE                              57.2%        57.2%          120          2.02x       5.880%
DE                              65.7%        51.4%          119          1.83x       6.270%
MD                              76.9%        68.2%          108          1.25x       6.017%
MO                              66.0%        65.0%          115          1.68x       5.275%
WA                              68.1%        64.4%          120          1.53x       5.640%
WI                              78.4%        68.3%          117          1.25x       5.574%
CO                              69.7%        59.3%          117          1.49x       5.473%
MA                              61.9%        56.6%           67          1.62x       6.142%
NV                              74.7%        67.4%          111          1.50x       5.980%
MI                              62.4%        54.2%           90          1.44x       7.006%
SC                              67.7%        63.0%          103          1.48x       5.995%
VA                              70.6%        57.2%          120          1.35x       6.165%
MS                              75.3%        68.4%          107          1.39x       5.644%
TN                              78.0%        68.4%          110          1.31x       5.698%
KY                              66.5%        56.1%          116          1.79x       5.710%
AL                              69.9%        64.5%           93          1.60x       5.585%
NH                              77.0%        69.4%          119          1.25x       5.860%
UT                              68.7%        60.8%          120          1.26x       5.940%
WV                              61.3%        51.9%          116          2.03x       5.800%
NJ                              25.6%        19.6%          118          3.26x       5.520%
ME                              58.3%        51.9%           99          1.88x       5.738%
KS                              54.4%        54.4%           56          2.00x       5.860%
----------------------------
                                68.7%        62.3%          114          1.54X       5.793%


____________________________

(1)   Because this table presents information relating to the Mortgaged
      Properties and not the Mortgage Loans, the information for Mortgage Loans
      secured by more than one Mortgaged Property is based on allocated amounts
      (allocating the Mortgage Loan principal balance to each of these
      properties by the appraised values of the Mortgaged Properties allocated
      loan amount (or specific release prices) as detailed in the related
      Mortgage Loan documents).

(2)   Calculated with respect to the Anticipated Repayment Date for ARD Loans.

(3)   For purposes of determining whether a Mortgaged Property is in Northern
      California or Southern California, Mortgaged Properties north of San Luis
      Obispo County, Kern County and San Bernardino County were included in
      Northern California and Mortgaged Properties in or south of such counties
      were included in Southern California.


                                      A-7-8



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                      MORTGAGED PROPERTIES BY STATE FOR LOAN GROUP 2 MORTGAGE LOANS (1)

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
                              MORTGAGED           DATE            GROUP 2           DATE             DATE
            STATE             PROPERTIES         BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

TX                                 5         $    70,100,000        18.1%       $ 14,020,000     $  26,400,000
CA                                 4              63,300,000        16.3        $ 15,825,000     $  28,400,000
  Southern(3)                      4              63,300,000        16.3        $ 15,825,000     $  28,400,000
GA                                 6              57,648,299        14.8        $  9,608,050     $  15,717,000
NC                                 5              43,579,491        11.2        $  8,715,898     $  21,300,000
WA                                 4              35,178,531         9.1        $  8,794,633     $  16,217,053
KS                                 2              27,699,514         7.1        $ 13,849,757     $  24,050,000
IN                                 1              26,000,000         6.7        $ 26,000,000     $  26,000,000
CO                                 2              23,700,000         6.1        $ 11,850,000     $  15,700,000
VA                                 2              15,927,500         4.1        $  7,963,750     $  11,062,500
MI                                 1              10,200,000         2.6        $ 10,200,000     $  10,200,000
CT                                 2               8,795,000         2.3        $  4,397,500     $   4,720,000
NY                                 1               6,100,000         1.6        $  6,100,000     $   6,100,000
----------------------------     ---         ---------------       -----
                                  35         $   388,228,335       100.0%       $ 11,092,238     $  28,400,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.    WTD. AVG.     REMAINING     WTD. AVG.
                               CUT-OFF     LTV RATIO      TERM TO       CUT-OFF     WTD. AVG.
                              DATE LTV    AT MATURITY    MATURITY      DATE DSC     MORTGAGE
            STATE               RATIO         (2)        (MOS.)(2)       RATIO        RATE
---------------------------------------------------------------------------------------------

TX                              77.4%        71.8%          120          1.24x       5.872%
CA                              79.1%        77.9%           69          1.19x       6.507%
  Southern(3)                   79.1%        77.9%           69          1.19x       6.507%
GA                              72.6%        67.2%          103          1.30x       5.849%
NC                              76.6%        69.6%          119          1.26x       5.750%
WA                              66.2%        55.4%          118          1.24x       5.530%
KS                              62.7%        60.9%          119          1.61x       5.458%
IN                              77.6%        71.1%          119          1.20x       5.770%
CO                              70.1%        65.2%          118          1.21x       5.534%
VA                              74.8%        68.1%          120          1.25x       5.691%
MI                              76.7%        71.2%          119          1.38x       5.480%
CT                              80.0%        71.8%          120          1.21x       5.675%
NY                              64.2%        59.8%          119          1.23x       5.690%
----------------------------
                                74.1%        68.8%          109          1.27X       5.846%


____________________________

(1)   Because this table presents information relating to the Mortgaged
      Properties and not the Mortgage Loans, the information for Mortgage Loans
      secured by more than one Mortgaged Property is based on allocated amounts
      (allocating the Mortgage Loan principal balance to each of these
      properties by the appraised values of the Mortgaged Properties allocated
      loan amount (or specific release prices) as detailed in the related
      Mortgage Loan documents).

(2)   Calculated with respect to the Anticipated Repayment Date for ARD Loans.

(3)   For purposes of determining whether a Mortgaged Property is in Northern
      California or Southern California, Mortgaged Properties north of San Luis
      Obispo County, Kern County and San Bernardino County were included in
      Northern California and Mortgaged Properties in or south of such counties
      were included in Southern California.


                                      A-7-9



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                RANGE OF UNDERWRITTEN DSC RATIOS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF UNDERWRITTEN       MORTGAGE            DATE            POOL             DATE             DATE
       DSC RATIOS (X)           LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

1.05 - 1.09                        1         $    44,000,000         1.5%       $ 44,000,000     $  44,000,000
1.10 - 1.14                        1               3,900,000         0.1        $  3,900,000     $   3,900,000
1.15 - 1.19                        1               8,950,000         0.3        $  8,950,000     $   8,950,000
1.20 - 1.24                       53           1,131,746,874        39.5        $ 21,353,715     $ 315,340,000
1.25 - 1.29                       19             263,448,379         9.2        $ 13,865,704     $  48,000,000
1.30 - 1.34                        9              77,128,398         2.7        $  8,569,822     $  21,300,000
1.35 - 1.39                        6             160,890,087         5.6        $ 26,815,015     $  85,000,000
1.40 - 1.44                        6             100,618,462         3.5        $ 16,769,744     $  46,000,000
1.45 - 1.49                        5              66,908,000         2.3        $ 13,381,600     $  28,250,000
1.50 - 1.54                        9             317,143,805        11.1        $ 35,238,201     $ 175,000,000
1.55 - 1.59                        4              39,135,377         1.4        $  9,783,844     $  14,062,394
1.60 - 1.64                        3              31,544,138         1.1        $ 10,514,713     $  24,050,000
1.65 - 1.69                        2              35,715,000         1.2        $ 17,857,500     $  30,856,000
1.70 - 1.74                        2              14,050,352         0.5        $  7,025,176     $  10,450,352
1.75 - 1.79                        3              21,482,658         0.8        $  7,160,886     $  12,297,658
1.80 - 1.84                        6             130,884,328         4.6        $ 21,814,055     $  77,892,043
1.85 - 1.89                        4             205,697,000         7.2        $ 51,424,250     $ 195,000,000
1.90 - 1.94                        3              11,218,000         0.4        $  3,739,333     $   3,998,000
1.95 - 1.99                        2               5,794,000         0.2        $  2,897,000     $   3,415,000
2.00 - 2.04                        4              94,650,664         3.3        $ 23,662,666     $  83,000,000
2.05 - 2.09                        1               5,249,516         0.2        $  5,249,516     $   5,249,516
2.25 - 2.29                        1               2,043,000         0.1        $  2,043,000     $   2,043,000
2.30 - 3.79                        5              44,424,390         1.6        $  8,884,878     $  34,000,000
3.80 >                             2              45,800,000         1.6        $ 22,900,000     $  39,500,000
----------------------------     ---         ---------------       -----
                                 152         $ 2,862,422,428       100.0%       $ 18,831,726     $ 315,340,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF UNDERWRITTEN      DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
       DSC RATIOS (X)           RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

1.05 - 1.09                     79.6%        72.0%          118          1.08x       6.060%
1.10 - 1.14                     60.5%        50.9%          120          1.10x       6.438%
1.15 - 1.19                     74.6%        67.0%          117          1.19x       5.645%
1.20 - 1.24                     76.1%        68.8%          112          1.21x       5.785%
1.25 - 1.29                     74.0%        66.5%          106          1.27x       5.841%
1.30 - 1.34                     74.4%        65.1%          115          1.32x       5.787%
1.35 - 1.39                     75.6%        71.1%          121          1.37x       5.819%
1.40 - 1.44                     69.1%        60.4%          109          1.41x       5.882%
1.45 - 1.49                     69.0%        64.5%          112          1.47x       5.701%
1.50 - 1.54                     60.8%        56.0%          119          1.50x       5.734%
1.55 - 1.59                     57.8%        47.1%          100          1.57x       6.489%
1.60 - 1.64                     63.0%        60.5%          119          1.61x       5.457%
1.65 - 1.69                     64.0%        64.0%          106          1.67x       5.200%
1.70 - 1.74                     68.3%        61.2%           73          1.71x       5.816%
1.75 - 1.79                     67.5%        61.6%          107          1.77x       5.638%
1.80 - 1.84                     63.4%        54.7%          116          1.82x       5.991%
1.85 - 1.89                     64.6%        59.1%          119          1.86x       5.854%
1.90 - 1.94                     64.7%        64.7%           94          1.93x       5.491%
1.95 - 1.99                     61.9%        61.9%           54          1.97x       5.661%
2.00 - 2.04                     57.7%        56.9%          117          2.02x       5.870%
2.05 - 2.09                     48.6%        44.9%           82          2.07x       6.300%
2.25 - 2.29                     54.6%        54.6%          117          2.29x       5.800%
2.30 - 3.79                     40.8%        37.0%          116          3.34x       5.662%
3.80 >                          17.0%        16.4%          119          5.31x       5.447%
----------------------------
                                69.4%        63.2%          113          1.50X       5.800%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-10



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



            RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF UNDERWRITTEN       MORTGAGE            DATE           GROUP 1           DATE             DATE
       DSC RATIOS (X)           LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

1.05 - 1.09                        1         $    44,000,000         1.8%       $ 44,000,000     $  44,000,000
1.15 - 1.19                        1               8,950,000         0.4        $  8,950,000     $   8,950,000
1.20 - 1.24                       30             877,477,237        35.5        $ 29,249,241     $ 315,340,000
1.25 - 1.29                       15             229,466,195         9.3        $ 15,297,746     $  48,000,000
1.30 - 1.34                        7              48,268,398         2.0        $  6,895,485     $  13,080,686
1.35 - 1.39                        4             137,090,087         5.5        $ 34,272,522     $  85,000,000
1.40 - 1.44                        6             100,618,462         4.1        $ 16,769,744     $  46,000,000
1.45 - 1.49                        4              51,191,000         2.1        $ 12,797,750     $  28,250,000
1.50 - 1.54                        9             317,143,805        12.8        $ 35,238,201     $ 175,000,000
1.55 - 1.59                        3              35,485,863         1.4        $ 11,828,621     $  14,062,394
1.60 - 1.64                        2               7,494,138         0.3        $  3,747,069     $   4,500,000
1.65 - 1.69                        2              35,715,000         1.4        $ 17,857,500     $  30,856,000
1.70 - 1.74                        2              14,050,352         0.6        $  7,025,176     $  10,450,352
1.75 - 1.79                        3              21,482,658         0.9        $  7,160,886     $  12,297,658
1.80 - 1.84                        6             130,884,328         5.3        $ 21,814,055     $  77,892,043
1.85 - 1.89                        4             205,697,000         8.3        $ 51,424,250     $ 195,000,000
1.90 - 1.94                        3              11,218,000         0.5        $  3,739,333     $   3,998,000
1.95 - 1.99                        2               5,794,000         0.2        $  2,897,000     $   3,415,000
2.00 - 2.04                        4              94,650,664         3.8        $ 23,662,666     $  83,000,000
2.05 - 2.09                        1               5,249,516         0.2        $  5,249,516     $   5,249,516
2.25 - 2.29                        1               2,043,000         0.1        $  2,043,000     $   2,043,000
2.30 - 3.79                        5              44,424,390         1.8        $  8,884,878     $  34,000,000
3.80 >                             2              45,800,000         1.9        $ 22,900,000     $  39,500,000
----------------------------     ---         ---------------       -----
                                 117         $ 2,474,194,093       100.0%       $ 21,146,958     $ 315,340,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF UNDERWRITTEN      DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
       DSC RATIOS (X)           RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

1.05 - 1.09                     79.6%        72.0%          118          1.08x       6.060%
1.15 - 1.19                     74.6%        67.0%          117          1.19x       5.645%
1.20 - 1.24                     76.0%        68.2%          114          1.21x       5.737%
1.25 - 1.29                     74.7%        67.6%          104          1.27x       5.882%
1.30 - 1.34                     72.8%        61.6%          119          1.32x       5.788%
1.35 - 1.39                     75.6%        71.5%          122          1.37x       5.867%
1.40 - 1.44                     69.1%        60.4%          109          1.41x       5.882%
1.45 - 1.49                     70.2%        64.4%          110          1.46x       5.664%
1.50 - 1.54                     60.8%        56.0%          119          1.50x       5.734%
1.55 - 1.59                     57.5%        47.1%           99          1.57x       6.569%
1.60 - 1.64                     63.1%        52.5%          119          1.63x       5.574%
1.65 - 1.69                     64.0%        64.0%          106          1.67x       5.200%
1.70 - 1.74                     68.3%        61.2%           73          1.71x       5.816%
1.75 - 1.79                     67.5%        61.6%          107          1.77x       5.638%
1.80 - 1.84                     63.4%        54.7%          116          1.82x       5.991%
1.85 - 1.89                     64.6%        59.1%          119          1.86x       5.854%
1.90 - 1.94                     64.7%        64.7%           94          1.93x       5.491%
1.95 - 1.99                     61.9%        61.9%           54          1.97x       5.661%
2.00 - 2.04                     57.7%        56.9%          117          2.02x       5.870%
2.05 - 2.09                     48.6%        44.9%           82          2.07x       6.300%
2.25 - 2.29                     54.6%        54.6%          117          2.29x       5.800%
2.30 - 3.79                     40.8%        37.0%          116          3.34x       5.662%
3.80 >                          17.0%        16.4%          119          5.31x       5.447%
----------------------------
                                68.7%        62.3%          114          1.54X       5.793%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-11



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



            RANGE OF UNDERWRITTEN DSC RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF UNDERWRITTEN       MORTGAGE            DATE           GROUP 2           DATE             DATE
       DSC RATIOS (X)           LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

1.10 - 1.14                        1         $     3,900,000         1.0%       $  3,900,000     $   3,900,000
1.20 - 1.24                       23             254,269,636        65.5        $ 11,055,202     $  28,400,000
1.25 - 1.29                        4              33,982,184         8.8        $  8,495,546     $  16,217,053
1.30 - 1.34                        2              28,860,000         7.4        $ 14,430,000     $  21,300,000
1.35 - 1.39                        2              23,800,000         6.1        $ 11,900,000     $  13,600,000
1.45 - 1.49                        1              15,717,000         4.0        $ 15,717,000     $  15,717,000
1.55 - 1.59                        1               3,649,514         0.9        $  3,649,514     $   3,649,514
1.60 - 1.64                        1              24,050,000         6.2        $ 24,050,000     $  24,050,000
----------------------------     ---         ---------------       -----
                                  35         $   388,228,335       100.0%       $ 11,092,238     $  28,400,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF UNDERWRITTEN      DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
       DSC RATIOS (X)           RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

1.10 - 1.14                     60.5%        50.9%          120          1.10x       6.438%
1.20 - 1.24                     76.3%        71.2%          104          1.21x       5.952%
1.25 - 1.29                     68.9%        59.1%          118          1.26x       5.568%
1.30 - 1.34                     77.1%        71.0%          108          1.32x       5.786%
1.35 - 1.39                     75.5%        68.7%          119          1.37x       5.543%
1.45 - 1.49                     64.9%        64.9%          119          1.49x       5.820%
1.55 - 1.59                     61.3%        47.3%          118          1.59x       5.710%
1.60 - 1.64                     63.0%        63.0%          119          1.61x       5.420%
----------------------------
                                74.1%        68.8%          109          1.27X       5.846%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-12



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                       RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF CUT-OFF DATE       MORTGAGE            DATE            POOL             DATE             DATE
       LTV RATIOS (%)           LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

15.01 - 20.00                      1         $    39,500,000         1.4%       $ 39,500,000     $  39,500,000
20.01 - 25.00                      1               6,300,000         0.2        $  6,300,000     $   6,300,000
25.01 - 30.00                      1               4,586,390         0.2        $  4,586,390     $   4,586,390
40.01 - 50.00                      3              53,311,910         1.9        $ 17,770,637     $  34,000,000
50.01 - 55.00                      8              26,727,617         0.9        $  3,340,952     $   7,492,332
55.01 - 60.00                      8             307,629,913        10.7        $ 38,453,739     $ 175,000,000
60.01 - 65.00                     24             478,044,226        16.7        $ 19,918,509     $ 195,000,000
65.01 - 70.00                     24             369,406,901        12.9        $ 15,391,954     $  77,892,043
70.01 - 75.00                     34             537,773,458        18.8        $ 15,816,866     $  85,000,000
75.01 - 80.00                     46             986,142,013        34.5        $ 21,437,870     $ 315,340,000
80.01 - 81.84                      2              53,000,000         1.9        $ 26,500,000     $  28,400,000
----------------------------     ---         ---------------       -----
                                 152         $ 2,862,422,428       100.0%       $ 18,831,726     $ 315,340,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF CUT-OFF DATE      DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
       LTV RATIOS (%)           RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

15.01 - 20.00                   16.0%        16.0%          119          5.46x       5.440%
20.01 - 25.00                   23.5%        19.4%          120          4.38x       5.490%
25.01 - 30.00                   25.6%        19.6%          118          3.26x       5.520%
40.01 - 50.00                   43.8%        38.1%          101          2.86x       6.393%
50.01 - 55.00                   53.1%        48.9%          103          1.84x       5.985%
55.01 - 60.00                   56.6%        52.9%          119          1.66x       5.698%
60.01 - 65.00                   63.8%        59.5%          116          1.65x       5.760%
65.01 - 70.00                   67.1%        59.2%          114          1.49x       5.859%
70.01 - 75.00                   73.3%        66.5%          109          1.33x       5.820%
75.01 - 80.00                   78.8%        70.9%          116          1.22x       5.758%
80.01 - 81.84                   81.7%        81.7%           59          1.20x       6.570%
----------------------------
                                69.4%        63.2%          113          1.50X       5.800%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-13



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                  RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF CUT-OFF DATE       MORTGAGE            DATE           GROUP 1           DATE             DATE
      LTV RATIOS (%)            LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

15.01 - 20.00                      1         $    39,500,000         1.6%       $ 39,500,000     $  39,500,000
20.01 - 25.00                      1               6,300,000         0.3        $  6,300,000     $   6,300,000
25.01 - 30.00                      1               4,586,390         0.2        $  4,586,390     $   4,586,390
40.01 - 50.00                      3              53,311,910         2.2        $ 17,770,637     $  34,000,000
50.01 - 55.00                      8              26,727,617         1.1        $  3,340,952     $   7,492,332
55.01 - 60.00                      8             307,629,913        12.4        $ 38,453,739     $ 175,000,000
60.01 - 65.00                     16             410,356,021        16.6        $ 25,647,251     $ 195,000,000
65.01 - 70.00                     20             321,309,717        13.0        $ 16,065,486     $  77,892,043
70.01 - 75.00                     30             500,245,958        20.2        $ 16,674,865     $  85,000,000
75.01 - 80.00                     29             804,226,567        32.5        $ 27,731,951     $ 315,340,000
----------------------------     ---         ---------------       -----
                                 117         $ 2,474,194,093       100.0%       $2 1,146,958     $ 315,340,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF CUT-OFF DATE      DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
      LTV RATIOS (%)            RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

15.01 - 20.00                   16.0%        16.0%          119          5.46x       5.440%
20.01 - 25.00                   23.5%        19.4%          120          4.38x       5.490%
25.01 - 30.00                   25.6%        19.6%          118          3.26x       5.520%
40.01 - 50.00                   43.8%        38.1%          101          2.86x       6.393%
50.01 - 55.00                   53.1%        48.9%          103          1.84x       5.985%
55.01 - 60.00                   56.6%        52.9%          119          1.66x       5.698%
60.01 - 65.00                   63.8%        59.5%          116          1.69x       5.777%
65.01 - 70.00                   67.1%        59.2%          114          1.53x       5.902%
70.01 - 75.00                   73.2%        66.4%          108          1.33x       5.832%
75.01 - 80.00                   79.1%        70.9%          116          1.22x       5.744%
----------------------------
                                68.7%        62.3%          114          1.54X       5.793%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-14



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                  RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF CUT-OFF DATE       MORTGAGE            DATE           GROUP 2           DATE             DATE
      LTV RATIOS (%)            LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

60.01 - 65.00                      8         $    67,688,205        17.4%       $  8,461,026     $  24,050,000
65.01 - 70.00                      4              48,097,184        12.4        $ 12,024,296     $  16,217,053
70.01 - 75.00                      4              37,527,500         9.7        $  9,381,875     $  13,600,000
75.01 - 80.00                     17             181,915,446        46.9        $ 10,700,909     $  26,400,000
80.01 - 81.84                      2              53,000,000        13.7        $ 26,500,000     $  28,400,000
----------------------------     ---         ---------------       -----
                                  35         $   388,228,335       100.0%       $ 11,092,238     $  28,400,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF CUT-OFF DATE      DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
      LTV RATIOS (%)            RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

60.01 - 65.00                   63.4%        60.0%          114          1.43x       5.658%
65.01 - 70.00                   67.6%        59.3%          118          1.23x       5.570%
70.01 - 75.00                   74.5%        67.7%          119          1.29x       5.656%
75.01 - 80.00                   77.5%        71.1%          116          1.23x       5.816%
80.01 - 81.84                   81.7%        81.7%           59          1.20x       6.570%
----------------------------
                                74.1%        68.8%          109          1.27X       5.846%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-15



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



       RANGE OF LTV RATIOS FOR ALL MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF MATURITY DATE      MORTGAGE            DATE            POOL             DATE             DATE
   OR ARD LTV RATIOS (%)        LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

15.01 - 20.00                      3         $    50,386,390         1.8%       $ 16,795,463     $  39,500,000
30.01 - 40.00                      3              53,051,169         1.9        $ 17,683,723     $  34,000,000
40.01 - 50.00                      8              43,962,091         1.5        $  5,495,261     $  11,732,000
50.01 - 55.00                     16             345,099,433        12.1        $ 21,568,715     $ 175,000,000
55.01 - 60.00                     22             465,334,284        16.3        $ 21,151,558     $ 195,000,000
60.01 - 65.00                     29             457,905,590        16.0        $ 15,789,848     $  65,000,000
65.01 - 70.00                     41             584,689,470        20.4        $ 14,260,719     $  85,000,000
70.01 - 75.00                     25             728,574,000        25.5        $ 29,142,960     $ 315,340,000
75.01 - 80.00                      3              80,420,000         2.8        $ 26,806,667     $  44,500,000
80.01 - 81.84                      2              53,000,000         1.9        $ 26,500,000     $  28,400,000
----------------------------     ---         ---------------       -----
                                 152         $ 2,862,422,428       100.0%       $ 18,831,726     $ 315,340,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF MATURITY DATE     DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
   OR ARD LTV RATIOS (%)        RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

15.01 - 20.00                   17.8%        16.7%          119          5.12x       5.454%
30.01 - 40.00                   44.7%        37.4%          105          2.79x       6.336%
40.01 - 50.00                   56.4%        45.9%          118          1.62x       5.932%
50.01 - 55.00                   59.7%        51.7%          119          1.56x       5.848%
55.01 - 60.00                   64.2%        57.8%          118          1.72x       5.818%
60.01 - 65.00                   67.6%        62.8%          114          1.44x       5.670%
65.01 - 70.00                   74.7%        68.2%          113          1.31x       5.842%
70.01 - 75.00                   78.6%        71.3%          113          1.22x       5.719%
75.01 - 80.00                   79.3%        77.5%           95          1.32x       5.941%
80.01 - 81.84                   81.7%        81.7%           59          1.20x       6.570%
----------------------------
                                69.4%        63.2%          113          1.50X       5.800%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-16



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



   RANGE OF LTV RATIOS FOR LOAN GROUP 1 MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF MATURITY DATE      MORTGAGE            DATE           GROUP 1           DATE             DATE
   OR ARD LTV RATIOS (%)        LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

15.01 - 20.00                      3         $    50,386,390         2.0%       $ 16,795,463     $  39,500,000
30.01 - 40.00                      3              53,051,169         2.1        $ 17,683,723     $  34,000,000
40.01 - 50.00                      7              40,312,577         1.6        $  5,758,940     $  11,732,000
50.01 - 55.00                     13             332,018,086        13.4        $ 25,539,853     $ 175,000,000
55.01 - 60.00                     18             428,146,757        17.3        $ 23,785,931     $ 195,000,000
60.01 - 65.00                     24             385,757,635        15.6        $ 16,073,235     $  65,000,000
65.01 - 70.00                     32             494,402,479        20.0        $ 15,450,077     $  85,000,000
70.01 - 75.00                     14             609,699,000        24.6        $ 43,549,929     $ 315,340,000
75.01 - 80.00                      3              80,420,000         3.3        $ 26,806,667     $  44,500,000
----------------------------     ---         ---------------       -----
                                 117         $ 2,474,194,093       100.0%       $ 21,146,958     $ 315,340,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF MATURITY DATE     DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
   OR ARD LTV RATIOS (%)        RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

15.01 - 20.00                   17.8%        16.7%          119          5.12x       5.454%
30.01 - 40.00                   44.7%        37.4%          105          2.79x       6.336%
40.01 - 50.00                   55.9%        45.7%          118          1.62x       5.952%
50.01 - 55.00                   59.5%        51.6%          119          1.58x       5.849%
55.01 - 60.00                   64.1%        57.9%          118          1.76x       5.837%
60.01 - 65.00                   67.7%        62.6%          114          1.44x       5.675%
65.01 - 70.00                   74.5%        68.2%          111          1.32x       5.867%
70.01 - 75.00                   78.7%        71.1%          113          1.22x       5.696%
75.01 - 80.00                   79.3%        77.5%           95          1.32x       5.941%
----------------------------
                                68.7%        62.3%          114          1.54X       5.793%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-17



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



   RANGE OF LTV RATIOS FOR LOAN GROUP 2 MORTGAGE LOANS AS OF THE MATURITY DATE OR ANTICIPATED REPAYMENT DATE

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
   RANGE OF MATURITY DATE      MORTGAGE            DATE           GROUP 2           DATE             DATE
   OR ARD LTV RATIOS (%)        LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

40.01 - 50.00                      1         $     3,649,514         0.9%       $  3,649,514     $   3,649,514
50.01 - 55.00                      3              13,081,347         3.4        $  4,360,449     $   6,287,227
55.01 - 60.00                      4              37,187,527         9.6        $  9,296,882     $  16,217,053
60.01 - 65.00                      5              72,147,955        18.6        $ 14,429,591     $  24,050,000
65.01 - 70.00                      9              90,286,991        23.3        $ 10,031,888     $  21,300,000
70.01 - 75.00                     11             118,875,000        30.6        $ 10,806,818     $  26,400,000
80.01 - 81.84                      2              53,000,000        13.7        $ 26,500,000     $  28,400,000
----------------------------     ---         ---------------       -----
                                  35         $   388,228,335       100.0%       $ 11,092,238     $  28,400,000
                                 ===         ===============       =====


                                                         WTD. AVG.
                                                          STATED
                              WTD. AVG.                  REMAINING     WTD. AVG.
                               CUT-OFF     WTD. AVG.      TERM TO       CUT-OFF     WTD. AVG.
   RANGE OF MATURITY DATE     DATE LTV     LTV RATIO     MATURITY      DATE DSC     MORTGAGE
   OR ARD LTV RATIOS (%)        RATIO    AT MATURITY *   (MOS.) *        RATIO        RATE
---------------------------------------------------------------------------------------------

40.01 - 50.00                   61.3%        47.3%          118          1.59x       5.710%
50.01 - 55.00                   63.4%        53.2%          119          1.18x       5.801%
55.01 - 60.00                   65.5%        56.7%          110          1.25x       5.599%
60.01 - 65.00                   66.9%        63.6%          119          1.40x       5.643%
65.01 - 70.00                   75.6%        68.6%          119          1.26x       5.706%
70.01 - 75.00                   78.1%        72.5%          115          1.23x       5.837%
80.01 - 81.84                   81.7%        81.7%           59          1.20x       6.570%
----------------------------
                                74.1%        68.8%          109          1.27X       5.846%


____________________________

*     Calculated with respect to the Anticipated Repayment Date for ARD Loans.


                                     A-7-18



WACHOVIA BANK COMMERCIAL MORTGAGE TRUST SERIES 2006-C25

          ANNEX A-7



                                RANGE OF MORTGAGE RATES FOR ALL MORTGAGE LOANS

                                                                   % OF
                                                AGGREGATE         CUT-OFF         AVERAGE           MAXIMUM
                              NUMBER OF          CUT-OFF           DATE           CUT-OFF           CUT-OFF
          RANGE OF             MORTGAGE            DATE            POOL             DATE             DATE
     MORTGAGE RATES (%)         LOANS            BALANCE          BALANCE         BALANCE           BALANCE
--------------------------------------------------------------------------------------------------------------

5.150 - 5.249                      4         $    44,605,000         1.6%       $ 11,151,250     $  30,856,000
5.250 - 5.499                     15             232,422,000         8.1        $ 15,494,800     $  39,500,000
5.500 - 5.749                     49             972,808,266        34.0        $ 19,853,230     $ 315,340,000
5.750 - 5.999                     53           1,103,271,883        38.5        $ 20,816,451     $ 195,000,000
6.000 - 6.249                     16             264,833,684         9.3        $ 16,552,105     $  44,300,000
6.250 - 6.499                     11             171,269,201         6.0        $ 15,569,927     $  77,892,043
6.500 - 6.749                      3              59,150,000         2.1        $ 19,716,667     $  28,400,000
8.000 - 8.249                      1              14,062,394         0.5        $ 14,062,394     $  14,062,394
----------------------------     ---         ---------------       -----
                                 152         $ 2,862,422,428       100.0%       $ 18,8