Sub-Servicing Agreement (2007)Full Document 

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                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                 Master Servicer

                                       and

                                 CWCAPITAL LLC,
                                  Sub-Servicer

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

                             SUB-SERVICING AGREEMENT

                          Dated as of December 1, 2006

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

                  COBALT CMBS Commercial Mortgage Trust 2006-C1
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1

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                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

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

                                   ARTICLE II

                 MASTER SERVICER'S ENGAGEMENT OF SUB-SERVICER
                      TO PERFORM SERVICING RESPONSIBILITIES

Section 2.01  Contract for Servicing; Possession of Mortgage Loan
               Documents..................................................
Section 2.02  Notice of Breach of Representations and Warranties..........

                                   ARTICLE III

                         SERVICING OF THE MORTGAGE LOANS

Section 3.01  Sub-Servicer to Service.....................................
Section 3.02  Merger or Consolidation of the Sub-Servicer.................
Section 3.03  Limitation on Liability of the Sub-Servicer and Others......
Section 3.04  Sub-Servicer Not to Resign..................................
Section 3.05  No Transfer or Assignment of Servicing......................
Section 3.06  Indemnification.............................................

                                   ARTICLE IV

                                     DEFAULT

Section 4.01  Events of Default...........................................
Section 4.02  Waiver of Defaults..........................................
Section 4.03  Other Remedies of Master Servicer...........................

                                    ARTICLE V

                                   TERMINATION

Section 5.01  Termination.................................................
Section 5.02  Termination With Cause......................................
Section 5.03  Termination of Duties with Respect to Specially Serviced
               Mortgage Loans.............................................

                                   ARTICLE VI

                                  MISCELLANEOUS

Section 6.01  Successor to the Sub-Servicer...............................
Section 6.02  Financial Statements........................................
Section 6.03  Closing.....................................................
Section 6.04  Closing Documents...........................................
Section 6.05  Notices.....................................................
Section 6.06  Severability Clause.........................................
Section 6.07  Counterparts................................................
Section 6.08  Governing Law...............................................
Section 6.09  Protection of Confidential Information......................
Section 6.10  Intention of the Parties....................................
Section 6.11  Third Party Beneficiary.....................................
Section 6.12  Successors and Assigns; Assignment of Agreement.............
Section 6.13  Waivers.....................................................
Section 6.14  Exhibits....................................................
Section 6.15  General Interpretive Principles.............................
Section 6.16  Complete Agreement..........................................
Section 6.17  Further Agreement...........................................
Section 6.18  Amendments..................................................

EXHIBIT A      MORTGAGE LOAN SCHEDULE.....................................

EXHIBIT B      SUB-SERVICER'S OFFICER'S CERTIFICATE.......................

EXHIBIT C      POOLING AND SERVICING AGREEMENT............................

EXHIBIT D      [RESERVED].................................................

EXHIBIT E      FORM OF QUARTERLY SERVICING CERTIFICATION..................

EXHIBIT F      FORM OF ACCOUNT CERTIFICATION..............................

EXHIBIT G      FORM OF COLLECTION REPORT..................................

EXHIBIT H      FORM OF CERTIFICATE OF INSURANCE...........................

EXHIBIT I      [RESERVED].................................................

EXHIBIT J      FORM OF MONTHLY SERVICING ACCOUNT CERTIFICATION............



      This is a Sub-Servicing Agreement (the "Agreement"), dated as of December
1, 2006, by and between CWCAPITAL LLC, having an office at 63 Kendrick Street,
Needham, Massachusetts 02494, and its successors and assigns (the
"Sub-Servicer"), and WACHOVIA BANK, NATIONAL ASSOCIATION, having an office at NC
1075, 8739 Research Drive, URP-4, Charlotte, North Carolina 28288-1075, and its
successors and assigns (the "Master Servicer").

                             W I T N E S S E T H:

            WHEREAS, CWCapital Commercial Funding Corp. (the "Depositor"), Wells
Fargo Bank, N.A. (the "Trustee"), CWCapital Asset Management LLC (the "Special
Servicer") and the Master Servicer have entered into that certain Pooling and
Servicing Agreement dated as of December 1, 2006, as amended, modified and
restated from time to time (the "Pooling and Servicing Agreement"), whereby the
Master Servicer shall master service certain mortgage loans on behalf of the
Trustee; and

            WHEREAS, the Master Servicer desires to enter into a contract with
the Sub-Servicer whereby the Sub-Servicer shall service certain of such mortgage
loans listed on Exhibit A (the "Mortgage Loan Schedule") attached hereto (the
"Mortgage Loans") on behalf of the Master Servicer.

            NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Master Servicer and
the Sub-Servicer hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms.

            Unless otherwise specified in this Agreement, all capitalized terms
not otherwise defined herein shall have the meanings set forth in the Pooling
and Servicing Agreement. As used herein, the following terms have the meanings
assigned to them in this Section 1.01:

            "Affiliate" shall mean, with respect to any specified Person, any
other Person owning or owned by or maintaining an ownership interest in such
specified Person or under common ownership with such Person.

            "Collection Report" shall mean the monthly report prepared by the
Sub-Servicer setting forth, with respect to each Mortgage Loan and the most
recently ended Collection Period prior to the due date of such report, the
information described on Exhibit G attached hereto.

            "Event of Default"  shall have the meaning  specified  in Section
4.01 of this Agreement.

            "Mortgage Loans" shall have the meaning  specified in the recitals
hereto.

            "Mortgage Loan Schedule"  shall have the meaning  specified in the
recitals hereto.

            "Sub-Servicer  Custodial Account" shall have the meaning specified
in Section 3.01(c)(6) of this Agreement.

            "Sub-Servicer Remittance Amount" shall mean, with respect to any
date, an amount equal to, without duplication, (a) the sum of (i) the aggregate
of the amounts on deposit in the Sub-Servicer Custodial Account (as defined
herein) as of such date, (ii) any Prepayment Interest Shortfalls required to be
deposited by the Sub-Servicer pursuant to Section 3.20(a) of the Pooling and
Servicing Agreement as incorporated pursuant to Section 3.01(c)(23) of this
Agreement, (iii) if and to the extent not included in the amount referred to in
subclause (a)(i), the aggregate amount transferred from the REO Account (if
established) to the Sub-Servicer as of such date to the extent not previously
remitted to the Master Servicer and (iv) the aggregate of all other amounts
received with respect to the Mortgage Loans as of such date to the extent not
previously remitted to the Master Servicer, net of (b) the portion of the amount

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