CD 2006-Cd3 Mortgage Trust Sample Contracts

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See attached CD 2006-CD3 Commercial Mortgage Pass-Through Certificates
Underwriting Agreement • November 20th, 2006 • CD 2006-Cd3 Mortgage Trust • Asset-backed securities • New York
See attached DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION, Depositor
Pooling and Servicing Agreement • November 20th, 2006 • CD 2006-Cd3 Mortgage Trust • Asset-backed securities • New York
SERVICER COMPLIANCE CERTIFICATION
CD 2006-Cd3 Mortgage Trust • March 30th, 2007 • Asset-backed securities

This Servicer Compliance Certification is issued pursuant to the Commercial Tax Service Agreement dated as of February 28, 2005 (together with all amendments thereto, the "Agreement"), between Wachovia Corporation ("Wachovia") and First American Commercial Real Estate Services, Inc. ("First American").

Wachovia Securities
CD 2006-Cd3 Mortgage Trust • March 30th, 2007 • Asset-backed securities

Reference is hereby made to that certain Trust and Servicing Agreement dated as of October 1, 2006, by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wachovia Bank, National Association, as Master Servicer, Capmark Finance, INC, as Master Servicer, J.E. Robert Compancy, INC, as Special Servicer, LaSalle Bank National Association, as Trustee and Paying Agent, with respect to Commercial Mortgage Pass-Through Certificates, CD 2006-CD3 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement.

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