UNDERWRITING AGREEMENT

                                                                     Exhibit 1.1

                       CWCAPITAL COMMERCIAL FUNDING CORP.

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

                                 SERIES 2006-C1

                              UNDERWRITING AGREEMENT

                                                                December 6, 2006

WACHOVIA CAPITAL MARKETS, LLC
301 South College Street, DC-8
One Wachovia Center NC0166
Charlotte, North Carolina   28288

CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street, 19th Floor
New York, New York 10013

DEUTSCHE BANK SECURITIES INC.
60 Wall Street
New York, New York   10005

Ladies and Gentlemen:

      CWCapital Commercial Funding Corp., a Delaware corporation (the
"Company"), intends to issue its COBALT CMBS Commercial Mortgage Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1 (the
"Certificates"), in twenty-eight (28) classes (each, a "Class") as designated in
the Prospectus Supplement (as defined in Section 9 below). Pursuant to this
underwriting agreement (the "Agreement"), the Company further proposes to sell
to Wachovia Capital Markets, LLC ("Wachovia Securities"), Citigroup Global
Markets Inc. ("Citigroup") and Deutsche Bank Securities Inc. ("Deutsche", and
each of Wachovia Securities, Citigroup and Deutsche individually, an
"Underwriter" and, collectively, the "Underwriters") the Certificates set forth
in Schedule I hereto (the "Offered Certificates") in the respective original
principal amounts set forth in Schedule I. The Certificates represent in the
aggregate the entire beneficial ownership interest in a trust fund (the "Trust
Fund") consisting of a segregated pool (the "Mortgage Pool") of one hundred
sixty-six (166) mortgage loans (the "Mortgage Loans") having an approximate
aggregate principal balance of $2,531,161,488 as of the Cut-Off Date secured by
first liens on certain fee or leasehold interests in multifamily and commercial
properties (the "Mortgaged Properties"). The Certificates will be issued on
December 21, 2006 (the "Closing Date"), pursuant to a pooling and servicing
agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 2006
among the Company, Wachovia Bank, National Association, as master servicer (in
such capacity, the "Master Servicer"), CWCapital Asset Management LLC, as
special servicer (the "Special Servicer") and Wells Fargo Bank, N.A., as trustee
(the "Trustee"). Fifty-eight (58) of the Mortgage Loans (the "CWCapital Mortgage
Loans"), having an aggregate principal balance of $760,838,027 as of the Cut-Off
Date, were acquired by the Company from CWCapital Mortgage Securities I LLC
("CWCMSI") and CWCapital Mortgage Securities III LLC ("CWCMSIII") pursuant to a
mortgage loan purchase agreement, dated as of December 1, 2006 (the "CWCapital
Mortgage Loan Purchase Agreement"), between CWCMSI, CWCMSIII, CWCapital LLC and
the Company. Forty-one (41) of the Mortgage Loans (the "Wachovia Mortgage
Loans"), having an aggregate principal balance of $696,604,492 as of the Cut-Off
Date, were acquired by the Company from Wachovia Bank, National Association
("Wachovia") pursuant to a mortgage loan purchase agreement, dated as of
December 1, 2006 (the "Wachovia Mortgage Loan Purchase Agreement"), between
Wachovia and the Company. Twenty-three (23) of the Mortgage Loans (the "CGMRC
Loans"), having an aggregate principal balance of $617,171940 as of the Cut-Off
Date, were acquired by the Company from Citigroup Global Markets Realty Corp.
("CGMRC") pursuant to a mortgage loan purchase agreement, dated as of December
1, 2006 (the "CGMRC Mortgage Loan Purchase Agreement"), between CGMRC and the
Company. Thirty-four (34) of the Mortgage Loans (the "Artesia Mortgage Loans"),
having an aggregate principal balance of $280,939,029 as of the Cut-Off Date,
were acquired by the Company from Artesia Mortgage Capital Corporation
("Artesia") pursuant to a mortgage loan purchase agreement, dated as of December
1, 2006 (the "Artesia Mortgage Loan Purchase Agreement") between Artesia and the
Company. Eleven (11) of the Mortgage Loans (the "GACC Mortgage Loans"), having
an aggregate principal balance of $189,608,000 as of the Cut-Off Date, were
acquired by the Company from German American Capital Corporation ("GACC")
pursuant to a mortgage loan purchase agreement, dated as of December 1, 2006
(the "GACC Mortgage Loan Purchase Agreement" and, together with the CWCapital
Mortgage Loan Purchase Agreement, Wachovia Mortgage Loan Purchase Agreement, the
CGMRC Mortgage Loan Purchase Agreement and the Artesia Mortgage Loan Purchase
Agreement, the "Mortgage Loan Purchase Agreements"), between GACC and the
Company. Each of CWCapital, Wachovia, CGMRC, Artesia and GACC is referred to
herein, individually, as a "Mortgage Loan Seller" and, together, as the
"Mortgage Loan Sellers".

      Although the CWCapital Mortgage Loans were sold to the Trust Fund by
CWCMSI and CWCMSIII, all references to Mortgage Loan Seller with respect to such
Mortgage Loans will be deemed to refer to CWCapital LLC. Prior to this
securitization, such Mortgage Loans were originated and closed by CWCapital LLC
and subsequently sold by CWCapital LLC to CWCMSI and CWCMSIII.

      Two separate real estate mortgage investment conduit ("REMIC") elections
will be made with respect to certain portions of the Trust Fund for federal
income tax purposes. The Offered Certificates and the Mortgage Pool are
described more fully in Schedule I hereto and in a registration statement
furnished to you by the Company.

      Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.

      1. Representations and Warranties. The Company represents and warrants to,
and agrees with, the Underwriters that:

      (a) The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (No. 333-132106) on Form S-3 for
registration under the Securities Act of 1933, as amended (the "Act"), of
mortgage pass-through certificates, including the Offered Certificates, which
registration statement has become effective or has been deemed effective
pursuant to Rule 430B, and copies of which, as amended to the date hereof, have
heretofore been delivered to you. The Company meets the requirements for use of
Form S-3 under the 1933 Act, and such registration statement meets the
requirements set forth in Rule 415(a)(1) under the Act and complies in all other
material respects with such rule. The Company proposes to file with the
Commission pursuant to Rule 424 under the Act a supplement, dated December 6,
2006, to the prospectus, dated November 27, 2006, relating to the Offered
Certificates and the method of distribution thereof and has previously advised
you of all further information (financial and other) with respect to the Offered
Certificates set forth therein. Such registration statement, including the
exhibits thereto and any information incorporated therein by reference, as
amended on the date hereof is hereinafter called the "Registration Statement";
such prospectus, in the form in which it will be filed with the Commission
pursuant to Rule 424 under the Act, is hereinafter called the "Base Prospectus";
such supplement to the Base Prospectus, in the form in which it will be filed
with the Commission pursuant to Rule 424 of the Act, is hereinafter called the
"Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement
together are hereinafter called the "Prospectus". The Company shall make a good
faith and reasonable effort to file the Prospectus within the time required
under Rule 424 of the Act and, in the event that the Company fails to timely
file the Prospectus, the Company shall file the Prospectus as soon as
practicable thereafter. The Company will not, without your prior consent, file
any other amendment to the Registration Statement or make any change in the Base
Prospectus or the Prospectus Supplement until after the period during which a
prospectus is required to be delivered to purchasers of the Offered Certificates
under the Act (the "Prospectus Delivery Period"). The Company will file with the
Commission within fifteen days of the issuance of the Offered Certificates a
report on Form 8-K setting forth specific information concerning the Offered
Certificates (the "Form 8-K").

      (b) As of or prior to the time when sales to purchasers of the Offered
Certificates (other than the Class IO Certificates) were first made in
accordance with Rule 159 of the Act, which was approximately 2:45 P.M. (New York
City time) on December 6, 2006 (the "Non-IO Time of Sale") and as of or prior to
the time when sales to purchasers of the Class IO Certificates were first made
in accordance with Rule 159 of the Act, which was approximately 1:45 P.M. (New
York City time) on December 8, 2006 (the "IO Time of Sale" and, together with
the Non-IO Time of Sale, the "Time of Sale"), the Company had prepared and filed
with the Commission the following information: (i) the Free Writing Prospectus,
dated November 21, 2006, the first page of which is attached hereto as Exhibit
A, (the "Preliminary FWP") which also contains within it a copy of the Base
Prospectus, (ii) the first update to the Preliminary FWP, dated December 5,
2006, the first page of which is attached hereto as Exhibit B, (the "First
Bloomberg"), and (iii) the second update to the Preliminary FWP, dated December
7, 2006, the first page of which is attached hereto as Exhibit C, (the "Second
Bloomberg"). The Preliminary FWP, the First Bloomberg, the Second Bloomberg and
any additional Disclosure Information (as defined in Section 9 below) delivered
to the investors prior to the Time of Sale is collectively referred to as the
"Time of Sale Information." If, subsequent to the date of this Agreement, the
Company or the Underwriters determine that, as to the investors in one or more
Classes of the Offered Certificates, such initial Time of Sale Information
includes an untrue statement of material fact or omits to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, and the Underwriters terminate their
old purchase contracts and enter into new purchase contracts with investors in
such Classes of the Offered Certificates, then "Time of Sale Information" shall
refer to all of the information conveyed to investors at the time of entry into
the new purchase contract (each, a "Subsequent Time of Sale"), including any
information that corrects such material misstatements or omissions ("Corrective
Information"). The Preliminary FWP, the First Bloomberg and the Second Bloomberg
are the only Issuer Free Writing Prospectuses (as defined in Section 9 below)
prepared by or on behalf of the Company as of the date hereof.

      (c) As of the date hereof, when the Registration Statement became
effective, as of the Time of Sale, when the Prospectus Supplement is first filed
pursuant to Rule 424 under the Act, at the time of any Subsequent Time of Sale,
when, prior to the Closing Date, any amendment to the Registration Statement
becomes effective, when any supplement to the Prospectus Supplement is filed
with the Commission, and on the Closing Date, (i) the Registration Statement, as
amended as of any such time, and the Prospectus, as amended or supplemented as
of any such time, complied, complies and will comply in all material respects
with the applicable requirements of the Act and the rules thereunder, (ii) the
Registration Statement, as amended as of any such time, did not, does not and
will not contain any untrue statement of a material fact and did not, does not
and will not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and the Prospectus, as
amended or supplemented as of any such time, did not, does not and will not
contain an untrue statement of a material fact and did not, does not and will
not omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading and (iii) the initial Time of Sale Information did not (when
evaluated as of the Time of Sale only), and the Time of Sale Information
existing at any Subsequent Time of Sale, if any, will not, as of such Subsequent
Time of Sale, contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as to (A) the
Underwriter Supplied Information (as defined in Section 8(b) below), (B) the
Mortgage Loan Sellers' Information (as defined in Section 8(a) below) or (C) the
Transaction Party Information (as defined in Section 8(a) below). Any Issuer
Information (as defined in Section 8(a) below) provided by the Company to any
Underwriter as of the date hereof for inclusion in an Underwriter Free Writing
Prospectus (as defined in Section 9 below), did not, as of the date that such
Issuer Information was so provided, and does not, as of the date of this
Agreement, contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that the Company shall not be in breach of this representation if the Company
provided Issuer Information to the Underwriters, correcting such untrue
statement or omission of a material fact contained in previously delivered
Issuer Information, so long as the Company delivered the corrected information
to the Underwriter at a reasonable time prior to the date hereof.

      (d) The Company is a corporation, duly organized, validly existing,
qualified to do business and in good standing under the laws of the State of
Delaware with full power and authority (corporate and other) to own its
properties and conduct its business, as described in the Prospectus, and to
enter into and perform its obligations under this Agreement and the Pooling and
Servicing Agreement, and is conducting its business so as to comply in all
material respects with all applicable statutes, ordinances, rules and
regulations of the jurisdictions in which it is conducting business.

      (e) As of the date hereof, as of the Time of Sale, as of the date on which
the Prospectus Supplement is first filed pursuant to Rule 424 under the 1933
Act, as of the date on which, prior to the Closing Date, any amendment to the
Registration Statement becomes effective, as of the date on which any supplement
to the Prospectus Supplement is filed with the Commission, and as of the Closing
Date, the Company has not received and is not aware of (i) any request by the
Commission for any further amendment of the Registration Statement or the
Prospectus or for any additional information, (ii) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for that purpose
or (iii) any notification with respect to the suspension of the qualification of
the Offered Certificates for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.

      (f) On or prior to the Closing Date, the Company will have entered into
the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements;
this Agreement has been duly authorized, executed and delivered by the Company,
and the Pooling and Servicing Agreement and the Mortgage Loan Purchase
Agreements, when delivered by the Company, will have been duly authorized,
executed and delivered by the Company, and this Agreement constitutes, and the
Pooling and Servicing Agreement and Mortgage Loan Purchase Agreements will
constitute, valid and binding agreements of the Company, enforceable against the
Company in accordance with their terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, liquidation, moratorium, receivership,
reorganization or similar laws affecting the rights of creditors generally, (ii)
general principles of equity, whether enforcement is sought in a proceeding in
equity or at law, and (iii) public policy considerations underlying the
securities laws, to the extent that such public policy considerations limit the
enforceability of any provisions of this Agreement that purport to provide
indemnification from securities law liabilities.

      (g) The Offered Certificates and the Pooling and Servicing Agreement: (i)
conform in all material respects to the descriptions thereof contained in each
of (A) the Prospectus, (B) the initial Time of Sale Information and (C) any
Issuer Information (as may have been revised and corrected if such revised or
corrected information was delivered a reasonable time prior to the Time of Sale)
delivered to any Underwriter for inclusion in an Underwriter Free Writing
Prospectus; and (ii) will conform in all material respects to the descriptions
thereof in the Time of Sale Information (as constituted at any Subsequent Time
of Sale). The Offered Certificates have been duly and validly authorized by the
Company, and will, when duly and validly executed and authenticated by the
Trustee and delivered to and paid for by the Underwriters in accordance with
this Agreement and the Pooling and Servicing Agreement, be validly outstanding
and entitled to the benefits of the Pooling and Servicing Agreement.

      (h) As of the Closing Date, the representations and warranties of the
Company set forth in Section 2.04 of the Pooling and Servicing Agreement will be
true and correct.

      (i) Neither the issuance and sale of the Offered Certificates, nor the
consummation of any other of the transactions contemplated herein, nor the
fulfillment of any of the terms of the Pooling and Servicing Agreement or this
Agreement, will result in the breach of any term or provision of the certificate
of incorporation or by-laws of the Company or conflict with, result in a
material breach, violation or acceleration of or constitute a default under, the
terms of any indenture or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which it is bound, or any statute,
order or regulation applicable to the Company or any of its subsidiaries of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Company or any of its subsidiaries. Neither the Company
nor any of its subsidiaries is a party to, bound by or in breach or violation of
any indenture or other agreement or instrument, or subject to or in violation of
any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects the ability of the Company to perform its obligations under
each of this Agreement and the Pooling and Servicing Agreement.

      (j) There are no actions or proceedings against, or investigations of, the
Company pending, or, to the knowledge of the Company, threatened, before any
court, administrative agency or other tribunal (i) asserting the invalidity of
this Agreement, the Pooling and Servicing Agreement or the Offered Certificates,
(ii) seeking to prevent the issuance of the Offered Certificates or the
consummation of any of the transactions contemplated by this Agreement or the
Pooling and Servicing Agreement, (iii) which might materially and adversely
affect the performance by the Company of its obligations under, or the validity
or enforceability of, this Agreement, the Pooling and Servicing Agreement or the
Offered Certificates or (iv) seeking to affect adversely the federal income tax
attributes of the Offered Certificates described in the Prospectus.

      (k) There has not been any material adverse change in the business,
operations, financial condition, properties or assets of the Company since the
date of its latest audited financial statements which would have a material
adverse effect on the ability of the Company to perform its obligations under
this Agreement or the Pooling and Servicing Agreement.

      (l) Any taxes, fees and other governmental charges in connection with the
execution, delivery and performance of this Agreement and the Pooling and
Servicing Agreement (other than income taxes, franchise taxes and recording and
filing fees) and the execution, delivery and sale of the Offered Certificates
have been or will be paid on or prior to the Closing Date.

      (m) Immediately prior to the assignment of the Mortgage Loans to the
Trustee, the Company will have good title to, and will be the sole owner of,
each Mortgage Loan free and clear of any pledge, mortgage, lien, security
interest or other encumbrance of any other person, except for any retained
servicing.

      (n) No authorization, approval or consent of or filing or registration
with, any court or governmental authority or agency is necessary in connection
with the offering, issuance or sale of the Offered Certificates hereunder or the
execution, delivery or performance by the Company of the Pooling and Servicing
Agreement or this Agreement, except such as have been, or as of the Closing Date
will have been, obtained or completed, as applicable, or such as may otherwise
be required under applicable state securities laws in connection with the
purchase and offer and sale of the Offered Certificates by the Underwriters and
any recordation of the respective assignments of the Mortgage Loans to the
Trustee pursuant to the Pooling and Servicing Agreement that have not yet been
completed.

      (o) The Company is not, and the issuance and sale of the Offered
Certificates in the manner contemplated by the Prospectus will not cause the
Company or the Trust Fund to be, subject to registration or regulation as an
"investment company" under the Investment Company Act of 1940, as amended (the
"1940 Act"); and the Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act").

      (p) Upon delivery to the Underwriters of the Offered Certificates pursuant
to this Agreement, each Underwriter will have good title to the Offered
Certificates purchased by such Underwriter, in each case free and clear of liens
granted by or imposed upon the Company.

      (q) The consideration received by the Company upon the sale of the Offered
Certificates to the Underwriters will constitute at least reasonably equivalent
value and fair consideration for the Offered Certificates.

      (r) The Company (i) will be solvent at all relevant times prior to, and
will not be rendered insolvent by, the sale of the Offered Certificates to the
Underwriters and (ii) is not selling the Offered Certificates to the
Underwriters with any intent to hinder, delay or defraud any of the creditors of
the Company.

      (s) The transfer of the Mortgage Loans to the Trust and the sale of the
Offered Certificates to each of the Underwriters, at the Closing Date, will be
treated by the Company for financial accounting and reporting purposes as a sale
of assets and not as a pledge of assets to secure debt.

      (t) The Company possesses all material licenses, certificates,
authorizations or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct business now operated by it,
and the Company has not received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authorization or
permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Company.

      (u) The Company is not, as of the Time of Sale, and will not be, as of the
Closing Date, an "ineligible issuer," as defined in Rule 405 under the Act.

      (v) There are no contracts, indentures or other documents of a character
required by the 1933 Act or by the rules and regulations thereunder to be
described or referred to in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement which have not been so
described or referred to therein or so filed or incorporated by reference as
exhibits thereto.

      (w) Any taxes, fees and other governmental charges in connection with the
execution and delivery of this Agreement and the delivery and sale of the
Offered Certificates (other than such federal, state and local taxes as may be
payable on the income or gain recognized therefrom) have been or will be paid at
or prior to the Closing Date.

      (x) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Company reported the transfer of the Mortgage
Loans to the Trustee in exchange for the Certificates and will report the sale
of the Offered Certificates to the Underwriters pursuant to this Agreement as a
sale of the interests in the Mortgage Loans evidenced by the Offered
Certificates. The consideration received by the Company upon the sale of the
Offered Certificates to the Underwriters will constitute reasonably equivalent
value and fair consideration for the Offered Certificates. The Company will be
solvent at all relevant times prior to, and will not be rendered insolvent by,
the sale of the Offered Certificates to the Underwriters. In addition, the
Company was solvent at all relevant times prior to, and was not rendered
insolvent by, the transfer of the Mortgage Loans to the Trustee on behalf of the
Trust Fund. The Company is not selling the Offered Certificates to the
Underwriters and did not transfer the Mortgage Loans to the Trustee on behalf of
the Trust Fund with any intent to hinder, delay or defraud any of the creditors
of the Company.

      2. Purchase and Sale. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to the Underwriters, and each of the Underwriters agrees
severally, and not jointly, to purchase from the Company the principal or
notional amount of each class of Offered Certificates under its name at the
Purchase Price set forth in Schedule I hereto.

      3. Delivery and Payment. Delivery of and payment for the Offered
Certificates shall be made on the date, location and time of delivery set forth
in Schedule I hereto, which date and time may be postponed by agreement between
the Underwriters and the Company (such date, location and time of delivery and
payment for the Offered Certificates being herein called the "Closing Date").
Delivery of the Offered Certificates shall be made to the Underwriters against
payment by the Underwriters of the purchase price thereof in immediately
available funds. Delivery of such Offered Certificates shall be made through the
facilities of the depository or depositories set forth on Schedule I hereto. Any
Offered Certificates not in book-entry form shall be registered in such names
and in such denominations as any Underwriter, as applicable, may request not
less than three full business days in advance of the Closing Date.

      The Company agrees to have the Offered Certificates, signed or in draft
form, available for inspection, checking and packaging, as applicable, by the
Underwriters in New York, New York, not later than the business day prior to the
Closing Date.

      4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Certificates for sale to the public as
set forth in the Prospectus and the Underwriters agree that all such offers and
sales by them shall be made in compliance with all applicable laws and
regulations. It is further understood that the Company, in reliance upon a
no-filing letter from the Attorney General of the State of New York granted
pursuant to Policy Statement 105, has not and will not file an offering
statement pursuant to Section 352-e of the General Business Law of the State of
New York with respect to the Offered Certificates. As required by Policy
Statement 105, each Underwriter therefore covenants and agrees with the Company
that sales of the Offered Certificates made by such Underwriter, as applicable,
in and from the State of New York will be made only to institutional investors
within the meaning of Policy Statement 105.

      5. Agreements. The Company agrees with the several Underwriters that:

      (a) The Company will promptly advise the Underwriters (i) when any
amendment to the Registration Statement shall have become effective, (ii) of any
request by the Commission for any amendment to the Registration Statement or the
Prospectus or for any additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement affecting the Offered Certificates or the institution or threatening
of any proceeding for that purpose and (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Offered
Certificates for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will not file any amendment to the
Registration Statement or supplement to the Prospectus unless the Company has
furnished to you a copy for your review prior to filing and will not file any
such proposed amendment or supplement to which you reasonably object until after
the period in which a prospectus is required to be delivered to purchasers of
the Offered Certificates under the Act. Subject to the foregoing sentence, the
Company will cause the Prospectus Supplement to be filed with the Commission in
accordance with Rule 424 of the Act. The Company will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.

      (b) If, at any time during the Prospectus Delivery Period, any event
occurs as a result of which the Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in light of the circumstances
under which they were made not misleading, or if it shall be necessary to amend
or supplement the Prospectus to comply with the Act or the rules under the Act,
the Company promptly will prepare and file with the Commission, subject to
paragraph (a) of this Section 5, an amendment or supplement that will correct
such statement or omission or an amendment that will effect such compliance and,
if such amendment or supplement is required to be contained in a post-effective
amendment to the Registration Statement, will use its best efforts to cause such
amendment of the Registration Statement to be made effective as soon as
possible.

      (c) The Company will furnish to the Underwriters and counsel for the
Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and, during the Prospectus Delivery Period, as many
copies of the Preliminary FWP and the Prospectus Supplement and any amendments
and supplements thereto as the Underwriters may reasonably request.

      (d) The Company will furnish such information, execute such instruments
and take such action, if any, as may be required to qualify the Offered
Certificates for sale under the laws of such jurisdictions as the Underwriters
may designate and will maintain such qualification in effect so long as required
for the distribution of the Offered Certificates; provided, however, that the
Company shall not be required to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action that would subject it to
general or unlimited service of process in any jurisdiction where it is not now
so subject.

      (e) The Loan Sellers shall share in the payment (allocated according to
each Loan Seller's ratio of Mortgage Loans (the "Shared Expense Percentage") of
all costs and expenses in connection with the transactions herein contemplated,
including, but not limited to, the fees and disbursements of counsel to the
Company and the Purchasers; the fees, costs and expenses of the Trustee (to the
extent permitted under the Pooling and Servicing Agreement, and except to the
extent that another party is obligated to pay such amounts thereunder); the fees
and disbursements of accountants for the Company; the cost and expenses in
connection with the preparation, printing and filing of any offering documents;
the preparation and printing of this Agreement and the delivery to the
Purchasers of copies of the Private Placement Memorandum as each may reasonably
request; the fees of the rating agencies rating the Privately Offered
Certificates and the out-of-pocket expenses of each Purchaser incurred in
connection with the purchase and sale of the Privately Offered Certificates; and
any miscellaneous costs (the "Shared Expenses"). All Shared Expenses shall be
paid or accrued on the Closing Date. For allocation purposes, Shared Expenses
shall include estimates of those expenses for which invoices have not been
received. To the extent any Loan Seller has paid any Shared Expense prior to the
closing, such Loan Seller shall be reimbursed for such Shared Expense on the
Closing Date. To the extent that Shared Expense invoices are presented after the
Closing Date, such Shared Expenses shall be divided among the Loan Sellers in
accordance with each Loan Seller's Shared Expense Percentage. Shared Expenses
shall be reconciled and approved for payment within thirty (30) days of the
Closing Date.

      (f) The Company acknowledges and agrees that each Underwriter in providing
investment banking services to the Company in connection with the offering,
including in acting pursuant to the terms of this Agreement, has acted and is
acting as an independent contractor and not as a fiduciary and the Company does
not intend such Underwriter to act in any capacity other than independent
contractor, including as a fiduciary or in any other position of higher trust.

      6. Conditions to the Obligations of the Underwriters. The