Wachovia Bank Commercial Mortgage Trust Series 2006-C24 Sample Contracts

SERVICER COMPLIANCE CERTIFICATION
Commercial Tax Service Agreement • March 29th, 2007 • Wachovia Bank Commercial Mortgage Trust Series 2006-C24 • 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").

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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • April 13th, 2006 • Wachovia Bank Commercial Mortgage Trust Series 2006-C24 • Asset-backed securities • New York
WACHOVIA BANK COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-C24 UNDERWRITING AGREEMENT Charlotte, North Carolina March 23, 2006
Underwriting Agreement • April 13th, 2006 • Wachovia Bank Commercial Mortgage Trust Series 2006-C24 • Asset-backed securities • New York

Wachovia Commercial Mortgage Securities, Inc., a North Carolina corporation (the “Company”), intends to issue its Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C24 (the “Certificates”), in twenty-eight (28) classes (each, a “Class”) as designated in the Prospectus Supplement (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Company further proposes to sell to Wachovia Capital Markets, LLC (“Wachovia Securities”), Nomura Securities International, Inc. (“Nomura Securities”), Citigroup Global Markets Inc. (“Citigroup”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and J.P. Morgan Securities Inc. (“JPMorgan”, and each of Wachovia Securities, Nomura Securities, Citigroup, Credit Suisse and JP Morgan,

WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Depositor and WACHOVIA BANK, NATIONAL ASSOCIATION Master Servicer and LNR PARTNERS, INC. Special Servicer and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of March 1,...
Pooling and Servicing Agreement • April 13th, 2006 • Wachovia Bank Commercial Mortgage Trust Series 2006-C24 • Asset-backed securities • New York

This Pooling and Servicing Agreement (the “Agreement”) is dated and effective as of March 1, 2006, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, LNR PARTNERS, INC., as Special Servicer and LASALLE BANK NATIONAL ASSOCIATION, as Trustee.

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • April 13th, 2006 • Wachovia Bank Commercial Mortgage Trust Series 2006-C24 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • April 13th, 2006 • Wachovia Bank Commercial Mortgage Trust Series 2006-C24 • Asset-backed securities • New York
Wachovia Securities
Pooling and Servicing Agreement • March 29th, 2007 • Wachovia Bank Commercial Mortgage Trust Series 2006-C24 • Asset-backed securities

Reference is hereby made to that certain Pooling and Servicing Agreement dated as of March 1, 2006, by and among Wachovia Commercial Mortgage Securities, INC., as Depositor, Wachovia Bank, National Association, as Master Servicer, LNR Partners, INC., as Special Servicer, and LaSalle Bank National Association, as Trustee, with respect to Commercial Mortgage Pass-Through Certificates, Series 2006-C24 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement.

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