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GMAC Commercial Mortgage Securities, Inc. Series 2006-C1 Trust – ‘FWP’ on 1/23/06 re: GMAC Commercial Mortgage Securities, Inc. Series 2006-C1 Trust

On:  Monday, 1/23/06, at 6:17pm ET   ·   As of:  1/24/06   ·   Accession #:  950136-6-362   ·   File #:  333-123974-02

Previous ‘FWP’:  ‘FWP’ on 1/13/06   ·   Next:  ‘FWP’ on 1/25/06   ·   Latest:  ‘FWP’ on 1/26/06

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/24/06  GMAC Com’l Mtge Secs Inc Seri… Tr FWP         1/23/06    1:11M  GMAC Com’l Mtge Secs Inc Seri… Tr Capital Systems 01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Free Writing Prospectus                             HTML   4.89M 

Filed Pursuant to Rule 433 Registration Statement No. 333-123974

The information in this free writing prospectus is preliminary and subject to completion or change. The information in this free writing prospectus supersedes information contained in any prior similar free writing prospectus relating to these securities prior to the time of your commitment to purchase. This free writing prospectus is not an offer to sell or the solicitation of an offer to purchase these securities, nor will there be any sale of these securities in any jurisdiction where that offer, solicitation or sale is not permitted.

Subject to Completion Dated January 20, 2006

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-800-503-4611.

This free writing prospectus does not contain all information that is required to be included in the base prospectus and the prospectus supplement.

Free Writing Prospectus To Accompany Prospectus Dated April 26, 2005

$1,561,613,000 (Approximate)

GMAC Commercial Mortgage Securities, Inc. Series 2006-C1 Trust

Issuer

GMAC Commercial Mortgage Securities, Inc.

Depositor

GMAC Commercial Mortgage Corporation

Sponsor and Master Servicer

CWCapital Asset Management LLC

Special Servicer

Series 2006-C1 Mortgage Pass-Through Certificates

The certificates will consist of:

•	The 13 classes of offered certificates described in the table on page S-6.

•	23 additional classes of private certificates, 11 of which are subordinated to, and provide credit enhancement for, the offered certificates. The private certificates are not offered by this prospectus supplement.

The assets underlying the certificates will include:

•	A pool of 119 fixed rate, monthly pay mortgage loans secured by first priority liens on 214 commercial and multifamily properties. The mortgage pool will have an initial pool balance of $1,697,406,244.

Distributions on the offered certificates will be made monthly:

•	On each distribution date in accordance with the priorities described in this prospectus supplement, commencing on February 10, 2006.

Credit enhancement:

•

The subordination of certificates other than the Class A-1, A-1D, A-1A, A-2, A-3, A-4 and X certificates will provide credit enhancement to the Class A-1, A-1D, A-1A, A-2, A-3, A-4 and X certificates. Each class of subordinated certificates will provide credit enhancement to subordinated certificates with earlier alphabetical class designations (provided that the Class A-M certificates are senior to the Class A-J certificates).

Neither the Securities and Exchange Commission nor any state securities commission has approved the offered certificates or determined that this prospectus supplement or the prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The underwriters will sell the offered certificates at varying prices to be determined at the time of sale. The proceeds to GMAC Commercial Mortgage Securities, Inc. from the sale of the offered certificates will be approximately     % of their principal balance plus accrued interest, before deducting expenses. The compensation of certain of the underwriters will be a commission representing the difference between the price they pay to GMAC Commercial Mortgage Securities, Inc. for the offered certificates and the amount they receive from the sale of the offered certificates to the public. The co-manager will not be obligated to buy the offered certificates.

Co-Lead Managers and Joint Bookrunners

Co-Manager

GMAC Commercial Holding

Capital Markets Corp.

January   , 2006

With respect to this offering, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated are acting as joint bookrunning managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 60.56% of each class of offered certificates and Morgan Stanley & Co. Incorporated is acting as sole bookrunning manager with respect to 39.44% of each class of offered certificates.

Important notice about information presented in this
free writing prospectus and the accompanying prospectus

We tell you about the offered certificates in two separate documents that progressively provide more detail: the accompanying prospectus, which provides general information, some of which may not apply to your series of certificates; and this free writing prospectus, which describes the specific terms of your series of certificates.

The prospectus and the free writing prospectus together provide a description of the material terms of your certificates. You should rely on the information in the free writing prospectus to the extent it provides a more specific description of your certificates.

We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find further related discussions. The following table of contents and the table of contents included in the accompanying prospectus provide the pages on which these captions are located.

You can find a ‘‘Glossary’’ of capitalized terms used in this prospectus supplement beginning on page S-222 in this prospectus supplement.

TABLE OF CONTENTS

				Page
SUMMARY OF SERIES 2006-C1 MORTGAGE PASS-THROUGH CERTIFICATES AND POOL CHARACTERISTICS					S-6
SERIES 2006-C1 MORTGAGE POOL CHARACTERISTICS					S-8
SUMMARY OF SERIES 2006-C1 TRANSACTION					S-9
The Mortgage Pool					S-10
Underwriting Criteria Used to Originate the Mortgage Pool					S-11
Geographic Concentrations of the Mortgaged Properties					S-11
Property Types					S-11
Prepayment Or Call Protection Provided By The Mortgage Loans					S-12
Payment Terms Of The Mortgage Loans					S-12
The Trust					S-12
The Certificates					S-13
Certificate Designations					S-13
Initial Certificate Balances Of The Certificates					S-13
Distributions On The Offered Certificates					S-13
Subordination Of Classes Of Certificates					S-15
Allocation Of Losses And Expenses To Classes Of Certificates					S-15
Servicing Of The DDR/Macquarie Mervyn’s Portfolio Whole Loan					S-16
Servicing Of The Design Center of the Americas Whole Loan					S-16
Servicing of Other Loans With Companion Loans or B Notes					S-17
Advances Made By The Master Servicer					S-17
Servicing and Other Compensation					S-20
Optional Termination Of The Trust					S-20
Book-Entry Registration					S-21
Denominations					S-21
Yield And Prepayment Considerations					S-21
Legal Investment In The Certificates					S-21
ERISA Considerations For Certificateholders					S-21
Tax Status Of The Certificates					S-21

S-2

				Page
Ratings On The Certificates					S-22
Affiliations And Related Transactions					S-22
RISK FACTORS					S-24
THE DEPOSITOR					S-67
THE TRUST AND TRANSFER OF THE MORTGAGE POOL					S-67
Capitalization of the Trust					S-68
Transfer of Mortgage Pool and Security Interest					S-68
Bankruptcy or Insolvency Matters Concerning the Trust					S-69
THE SPONSOR					S-70
GMAC Commercial Mortgage Corporation (GMACCM)					S-70
GMACCM’s Underwriting Standards and Origination Procedures					S-71
OTHER ORIGINATORS AND SELLERS					S-73
German American Capital Corporation (GACC)					S-73
CWCapital LLC (CWCapital)					S-77
Morgan Stanley Mortgage Capital Inc. (MSMC)					S-81
DESCRIPTION OF THE MORTGAGE POOL					S-84
Calculations of Interest					S-84
Balloon Loans					S-84
ARD Loans					S-85
Amortization of Principal					S-85
Due Dates					S-85
Defeasance					S-86
Prepayment Provisions					S-87
Related Borrowers, Cross-Collateralized Mortgage Loans and Mortgage Loans Collateralized by Multiple Properties					S-88
The DDR/Macquarie Mervyn's Portfolio Whole Loan					S-89
The James Center Whole Loan					S-92
The Seven Springs Village Whole Loan					S-94
The Design Center of the Americas Whole Loan					S-98
The First National Bank Center Loan					S-102
The Outlets at Hershey Whole Loan					S-105
Due-on-Sale and Due-on-Encumbrance Provisions					S-110
Secured Subordinate Financing					S-112
Unsecured Subordinate Financing and Mezzanine Financing					S-112
Ground Leases					S-113
Loan Documentation					S-114
Significant Mortgage Loans					S-114
General Underwriting Matters					S-114
Hazard, Liability and Other Insurance					S-115
Earnouts and Additional Collateral Loans					S-116
Assignment of the Mortgage Loans; Repurchases and Substitutions					S-117
Representations and Warranties; Repurchases and Substitutions					S-119
Pool Characteristics; Changes in Mortgage Pool					S-124
Description of Fees and Expenses					S-126
SERVICING OF THE MORTGAGE LOANS					S-130
The Master Servicer					S-131
The Special Servicer					S-132
The Primary Servicer					S-132
Servicing Standard					S-135
Servicing of the DDR/Macquarie Mervyn’s Portfolio Whole Loan; Servicing of the Design Center of the Americas Whole Loan					S-136
Specially Serviced Mortgage Loans					S-136
The Majority Certificateholder of the Controlling Class					S-139

S-3

				Page
Termination of the Special Servicer For Specially Serviced Mortgage Loans and REO Properties					S-141
Servicing and Other Compensation and Payment Of Expenses					S-143
Modifications, Waivers, Amendments and Consents					S-146
Enforcement of the ARD Loans					S-148
Sale of Defaulted Mortgage Loans					S-149
REO Properties					S-150
Inspections; Collection of Operating Information					S-151
Custodial Responsibilities for Mortgage Loans					S-152
Evidence as to Compliance					S-152
THE POOLING AND SERVICING AGREEMENT					S-153
Realization Upon Defaulted Mortgage Loans					S-154
Due-on-Sale and Due-on-Encumbrance Provisions					S-157
Certain Matters Regarding The Master Servicer, The Special Servicer And The Depositor					S-158
Events of Default					S-160
DESCRIPTION OF THE CERTIFICATES					S-162
Denominations					S-162
Book-Entry Registration of the Offered Certificates					S-163
Certificate Balances and Notional Amounts					S-166
Pass-Through Rates					S-168
Distributions					S-171
Distributions of Prepayment Premiums or Yield Maintenance Charges					S-178
Distributions of Excess Liquidation Proceeds					S-179
Treatment of REO Properties					S-180
Interest Reserve Account					S-180
Subordination; Allocation of Losses and Expenses					S-181
P&I and Servicing Advances					S-184
Appraisal Reductions					S-190
Reports to Certificateholders; Available Information					S-192
Information Available Electronically					S-194
Other Information					S-195
Voting Rights					S-196
Termination; Retirement Of Certificates					S-196
The Trustee and the Custodian					S-197
YIELD AND MATURITY CONSIDERATIONS					S-199
Yield Considerations					S-199
Factors That Affect the Rate and Timing of Payments and Defaults					S-201
Delay in Payment of Distributions					S-201
Unpaid Distributable Certificate Interest					S-201
Weighted Average Life					S-201
Price/Yield Tables					S-209
Yield Sensitivity Of The Class XP Certificates					S-212
FEDERAL INCOME TAX CONSEQUENCES					S-215
Original Issue Discount And Premium					S-215
Characterization Of Investments In Offered Certificates					S-218
METHOD OF DISTRIBUTION					S-219
LEGAL MATTERS					S-220
RATINGS					S-221
LEGAL INVESTMENT					S-222
ERISA CONSIDERATIONS					S-222
WHERE YOU CAN FIND ADDITIONAL INFORMATION					S-223
GLOSSARY					S-224
ANNEX A—CHARACTERISTICS OF THE MORTGAGE LOANS					A-1

S-4

				Page
Definitions					A-1
Yield Maintenance Loans					A-6
Additional Debt					A-11
Partial Release Provisions					A-13
Other					A-16
Earnout Loans					A-16
Amortization Schedule for A Note: The Outlets at Hershey					A-37
Amortization Schedule for B Note: The Outlets at Hershey					A-40
ANNEX B—SIGNIFICANT MORTGAGE LOANS					B-1
ANNEX C—STRUCTURAL AND COLLATERAL TERM SHEET					C-1
ANNEX D—GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES					D-1
ANNEX E—CLASS XP REFERENCE RATE					E-1

S-5

SUMMARY OF SERIES 2006-C1 MORTGAGE PASS-THROUGH
CERTIFICATES AND POOL CHARACTERISTICS

The Series 2006-C1 Mortgage Pass-Through Certificates⁽¹⁾

Class				Ratings Fitch/S&P				Original Principal Or Notional Amount (2)				Approximate Percent Of Credit Support (3)				Approximate Initial Pass- Through Rate				Approximate Weighted Avg. Life (4) (In Years)				Principal Window (5)
Publicly Offered Classes
A-1				AAA/AAA				$	37,000,000			30.000%						%(6)		2.98				2/06-9/10
A-1D				AAA/AAA				$	15,000,000			30.000%						%(6)		2.98				2/06-9/10
A-1A				AAA/AAA				$	296,113,000			30.000%						%(6)		7.84				2/06-12/15
A-2				AAA/AAA				$	166,000,000			30.000%						%(6)		4.71				9/10-2/11
A-3				AAA/AAA				$	98,000,000			30.000%						%(6)		7.22				2/11-6/15
A-4				AAA/AAA				$	576,071,000			30.000%						%(6)		9.66				6/15-11/15
XP				AAA/AAA				$		(7)		NA						%(8)		NA				NA
A-M				AAA/AAA				$	169,741,000			20.000%						%(6)		9.86				12/15-12/15
A-J				AAA/AAA				$	114,574,000			13.250%						%(6)		9.86				12/15-12/15
B				AA/AA				$	36,070,000			11.125%						%(6)		9.94				12/15-1/16
C				AA−/AA−				$	19,096,000			10.000%						%(6)		9.94				1/16-1/16
D				A+/A+				$	12,731,000			9.250%						%(6)		9.94				1/16-1/16
E				A/A				$	21,217,000			8.000%						%(6)		9.94				1/16-1/16

Privately Offered Classes (10)
XC				AAA/AAA				$	1,697,406,243	(7)		NA						%(8)		NA				NA
F				A−/A−				$	16,974,000			7.000%						%(6)		9.94				1/16-1/16
G				BBB+/BBB+				$	19,096,000			5.875%						%(6)		9.94				1/16-1/16
H				BBB/BBB				$	19,096,000			4.750%						%(6)		9.94				1/16-1/16
J				BBB−/BBB−				$	23,339,000			3.375%						%(6)		9.94				1/16-1/16
K				BB+/BB+				$	6,366,000			3.000%						%(9)		9.94				1/16-1/16
L				BB/BB				$	6,365,000			2.625%						%(9)		9.94				1/16-1/16
M				BB−/BB−				$	8,487,000			2.125%						%(9)		9.94				1/16-1/16
N				B+/B+				$	2,122,000			2.000%						%(9)		9.94				1/16-1/16
O				B/B				$	4,243,000			1.750%						%(9)		9.94				1/16-1/16
P				B−/B−				$	6,365,000			1.375%						%(9)		9.94				1/16-1/16
Q				NR/NR				$	23,340,243			0.000%						%(9)		12.84				1/16-1/25
FNB-1(11)				BBB-/BBB-				$	5,100,000			NA
FNB-2(11)				BB/BB				$	5,600,000			NA
FNB-3(11)				BB−/BB−				$	2,100,000			NA
FNB-4(11)				B/B				$	4,500,000			NA
FNB-5(11)				B−/B−				$	2,400,000			NA
FNB-6(11)				CCC/CCC				$	13,300,000			NA

(1)	References to certificates, classes of certificates or certificateholders in this prospectus supplement include the Class FNB certificates and certificateholders except as otherwise provided herein.

(2)	These amounts are approximate. They may vary upward or downward by approximately 5% depending upon the final composition of the pool of mortgage

S-6

	loans sold to the trust, or in the case of the Class FNB certificates, the actual cut-off date principal balance of the non-pooled portion of the First National Bank Center Loan.

(3)	The percent of credit support reflects the aggregate certificate balances of all classes of certificates (calculated as if the Class FNB certificates provide no credit support to the other classes of certificates) that will be subordinate to each class on the date the certificates are issued, expressed as a percentage of the initial pool balance.

(4)

The weighted average life of a security is the average amount of time that will elapse from the time the security is issued until the investor receives all principal payments on the security, weighted on the basis of principal paid. The weighted average life of each class is calculated assuming that there are no prepayments on the mortgage loans and according to the modeling assumptions described under ‘‘Yield and Maturity Considerations’’ in this prospectus supplement. The rated final distribution date is the distribution date that occurs in November 2045.

(5)	The principal window is the period during which each class would receive distributions of principal assuming that there are no prepayments on the mortgage loans and according to the modeling assumptions described under ‘‘Yield and Maturity Considerations’’ in this prospectus supplement.

(6)	The pass-through rate for this class of certificates will be any of (i) the specified fixed rate, (ii) the lesser of a specified fixed rate for such class and the Weighted Average Net Mortgage Rate or (iii) the Weighted Average Net Mortgage Rate minus a specified fixed rate (which may be equal to zero).

(7)	The Class XC and Class XP certificates will have a notional amount and will accrue interest on that notional amount.

(8)	Generally, the Class XC and Class XP certificates will accrue interest at a variable rate based upon the Weighted Average Net Mortgage Rate. See ‘‘Description of the Certificates—Pass-Through Rates.’’

(9)	The pass-through rate for this class of certificates will be equal to the lesser of the specified fixed rate for such class and the Weighted Average Net Mortgage Rate.

(10)	These classes are not offered by this prospectus supplement. The information presented for these classes is provided solely to assist your understanding of the offered certificates.

(11)

The Class FNB certificates will represent interests solely in a portion of the underlying mortgage loan that is secured by the mortgaged real property identified on Annex A to this prospectus supplement as First National Bank Center. The portion of the First National Bank Center Loan that is represented by the Class FNB certificates is considered the non-pooled portion of that mortgage loan and will not be part of the pooled mortgage assets backing the offered certificates. The remaining portion of the First National Bank Center Loan, which is the pooled portion of that mortgage loan, will be pooled with the other underlying mortgage loans to back the other classes of the certificates. All

S-7

	classes of the Class FNB certificates will only receive distributions from and will only incur losses with respect to amounts received from or losses incurred with respect to the First National Bank Center Loan.

The following table shows information regarding the mortgage loans and the mortgaged properties as of the applicable cut-off date, which is the due date of any mortgage loan in January 2006. All weighted averages set forth below are based on the balances of the mortgage loans in the mortgage pool as of that date. The balance of each mortgage loan as of the due date for any mortgage loan in January 2006 is its unpaid principal balance as of that date, after applying all payments of principal due on or before that date, whether or not those payments are received.

SERIES 2006-C1 MORTGAGE POOL CHARACTERISTICS

Characteristics				Entire Mortgage Pool				Loan Group 1				Loan Group 2
Initial pool balance				$1,697,406,244				$1,401,292,356				$296,113,887
Number of mortgage loans				119				94				25
Number of mortgaged properties				214				188				26
Average balance as of the cut-off date				$14,263,918				$14,907,365				$11,844,555
Range of mortgage rates as of the cut-off date				4.950%-8.250%				4.950%-8.250%				5.045%-5.880%
Weighted average mortgage rate				5.486%				5.505%				5.396%
Weighted average remaining term to maturity				108.9 months				111.3 months				97.6 months
Weighted average remaining amortization term				348.9 months				347.2 months				359.8 months
Weighted average debt service coverage ratio				1.48x				1.50x				1.37x
Weighted average current loan-to-value ratio				70.85%				70.07%				74.53%

Unless otherwise indicated, the balances of, and any debt service on, any related subordinated loans are not included in calculations of loan-to-value ratio and debt service coverage ratio. For a description of the calculation of the loan-to-value ratio and debt service coverage ratio, see Annex A to this prospectus supplement.

Unless specifically indicated otherwise, statistical information in this prospectus supplement with respect to the underlying mortgage loan secured by the mortgaged real property identified on Annex A to this prospectus supplement as First National Bank Center is being presented without regard to the non-pooled portion of that mortgage loan. In addition, references in this prospectus supplement to the initial mortgage pool balance are to the aggregate principal balance of the underlying mortgage loans (without regard to the non-pooled portion of the First National Bank Center Loan) as of the cut-off date for the mortgage pool described in this prospectus supplement, after application of all scheduled payments of principal due with respect to the underlying mortgage loans on or before that date, whether or not received.

S-8

SUMMARY OF SERIES 2006-C1 TRANSACTION

This summary highlights selected information from this document. To understand all of the terms of the offered certificates, you should read carefully this entire document and the accompanying prospectus.

Relevant Parties and Important Dates

Title Of Series:				Series 2006-C1 Mortgage Pass-Through Certificates				Cut-Off Dates: January 1, January 7 and January 15, 2006.
Issuer:				GMAC Commercial Mortgage Securities, Inc. Series 2006-C1 Trust formed to issue the mortgage pass-through certificates and to acquire the mortgage pool.				Distribution Date: The 10th day of each month or, if the 10th day is not a business day, the immediately succeeding business day, beginning on February 10, 2006.
Depositor:				GMAC Commercial Mortgage Securities, Inc. 200 Witmer Road Horsham, Pennsylvania 19044-8015 (215) 328-4622				Closing Date: On or about January      , 2006.      Determination Date: The 1st day of each month or, if the 1st day is not a business day, the immediately succeeding business day.      Collection Period: For any distribution date, the period that begins immediately following the determination date in the prior calendar month and continues through and includes the determination date in the calendar month in which that distribution date occurs. The first collection period, however, for each mortgage loan begins immediately following its cut-off date.      Interest Accrual Period: With respect to any distribution date, the calendar month immediately preceding the month in which such distribution date occurs.
Sponsor:				GMAC Commercial Mortgage Corporation, an affiliate of the depositor.
Sellers/Originators:				GMAC Commercial Mortgage Corporation, Morgan Stanley Mortgage Capital Inc., German American Capital Corporation and CWCapital LLC.
Master Servicer:				GMAC Commercial Mortgage Corporation, an affiliate of the depositor.
Special Servicer:				CWCapital Asset Management LLC, an affiliate of one of the originators.
Primary Servicer:				CWCapital LLC will act as primary servicer with respect to all of the mortgage loans that were originated or acquired by CWCapital LLC.
Trustee:				Wells Fargo Bank, N.A.

S-9

The Mortgage Pool

The mortgage pool will consist of one hundred nineteen (119) mortgage loans. The assets of the trust consist of, among other things, the mortgage pool. Each of the mortgage loans is secured by first mortgage liens on real property interests held by borrowers that own and/or lease the mortgaged properties. The mortgaged properties are used for commercial or multifamily purposes.

The mortgaged property securing the DDR/Macquarie Mervyn's Portfolio Loan also secures the DDR/Macquarie Mervyn's Portfolio Companion Loans. The DDR/Macquarie Mervyn's Portfolio Companion Loans are not assets of the trust.

The mortgaged property securing the James Center Loan also secures the James Center Companion Loan. The James Center Companion Loan is not an asset of the trust.

The mortgaged property securing the Seven Springs Village Loan also secures the Seven Springs Village B Note. The Seven Springs Village B Note is not an asset of the trust. Payments of principal and interest in respect of the Seven Springs Village B Note will be subordinated to payments on the Seven Springs Village Loan in the event of certain uncured mortgage loan defaults.

The mortgaged property securing the Design Center of the Americas Loan also secures the Design Center of the Americas Companion Loan. The Design Center of the Americas Companion Loan is not an asset of the trust.

Payments of principal and interest made in respect of the non-pooled portion of the First National Bank Center Loan are payable only to the holders of the Class FNB certificates and to no other certificates. Such payments, however, will be subordinated to payments of the pooled portion of the First National Bank Center Loan under certain default scenarios.

The mortgaged property securing The Outlets at Hershey Loan also secures The Outlets at Hershey B Note. The Outlets at Hershey B Note is not an asset of the trust. Payments of principal and interest in respect of The Outlets at Hershey B Note will be subordinated to payments on The Outlets at Hershey Loan in the event of certain uncured mortgage loan defaults.

GMAC Commercial Mortgage Corporation (GMACCM) is the seller of forty-five (45) of the mortgage loans or 35.5% of the initial pool balance, each of which was originated by GMACCM or one of its affiliates. German American Capital Corporation (GACC) is the seller of thirty-one (31) of the mortgage loans or 32.9% of the initial pool balance, each of which was originated by GACC or one of its affiliates. CWCapital LLC (CW) is the seller of twenty-seven (27) of the mortgage loans or 21.1% of the initial pool balance, each of which was originated by CW or one of its affiliates except for four (4) mortgage loans originated by unaffiliated third parties and subsequently purchased by CW. Morgan Stanley Mortgage Capital Inc. (MSMC) is the seller of sixteen (16) of the mortgage loans or 10.4% of the initial pool balance, each of which was originated by MSMC or one of its affiliates. All mortgage loans were originated between December 14, 1998 and December 21, 2005.

Each seller will make representations and warranties regarding the mortgage loans sold by it. The depositor will assign these representations and warranties to the trustee. If any of these representations and warranties are materially breached or there is a material defect in the related mortgage file delivered to the trustee, the related seller will be required to cure the breach or defect or, if it does not cure the

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breach or defect, to repurchase the affected mortgage loan or, except in the case of the First National Bank Center Loan, substitute a replacement mortgage loan for the affected mortgage loan.

In this prospectus supplement, the percentage of the initial pool balance refers to the principal balance of the mortgage loans or the allocated loan amount secured by a mortgaged property, divided by the aggregate pool balance. The initial pool balance of the mortgage loans is equal to their unpaid aggregate principal balances as of their respective cut-off dates, after taking into account all payments of principal due on or before that date, whether or not received. All mortgage pool information in this prospectus supplement is approximate and depends upon the final composition of the mortgage loans sold to the trust. All information presented in this prospectus supplement (including loan-to-value ratios and debt service coverage ratios) with respect to the mortgage loans with pari passu companion loans is calculated inclusive of such pari passu companion loans unless otherwise indicated. All information presented in this prospectus supplement (including loan-to-value ratios and debt service coverage ratios) with respect to the mortgage loans with related subordinated B notes is calculated exclusive of such related subordinated B notes unless otherwise indicated. All information presented in this prospectus supplement (including loan-to-value ratios and debt service coverage ratios) with respect to the First National Bank Center Loan is calculated exclusive of the non-pooled portion of such mortgage loan unless otherwise indicated.

Annex A to this prospectus supplement provides characteristics of the mortgage loans on a loan-by-loan basis. Annex B to this prospectus supplement provides characteristics of the significant mortgage loans.

Underwriting Criteria Used to Originate the Mortgage Pool

For a description of the underwriting criteria used to originate the mortgage pool including method and criteria for selection and the origination process, such as originator information and the required origination documentation, see ‘‘The Sponsor—GMAC Commercial Mortgage Corporation (GMACCM),’’ ‘‘—GMACCM’s Underwriting Standards and Origination Procedures,’’ ‘‘Other Originators and Sellers—German American Capital Corporation (GACC),’’ ‘‘—CWCapital LLC (CWCapital),’’ and ‘‘—Morgan Stanley Mortgage Capital Inc. (MSMC)’’ in this prospectus supplement.

Geographic Concentrations of the Mortgaged Properties

The mortgaged properties are located in thirty-seven (37) states and the District of Columbia. The following table lists the number and percentage of mortgaged properties with initial principal balances that in the aggregate are greater than or equal to 4.38% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

Property State				Number of Mortgaged Properties				Percentage of Initial Pool Balance
California					51				20.29	%
Southern(1)					37				15.31	%
Northern(1)					14				4.98	%
Florida					11				13.67	%
Arizona					16				8.56	%
Virginia					3				7.66	%
Maryland					4				6.40	%
Ohio					11				4.38	%
Other(2)					118				39.05	%
					214				100.00	%

(1)	Southern California properties have a zip code equal to or less than 93600. Northern California properties have a zip code greater than 93600.

(2)	Includes 31 states and the District of Columbia

Property Types

The following table lists the number and percentage of mortgaged properties

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that are operated for each indicated purpose.

Property State				Number of Mortgaged Properties				Percentage of Initial Pool Balance
Office					27			30.26%
Multifamily					36			23.40%
Anchored Retail					76			18.08%
Hospitality					10			7.88%
Special Purpose Retail					1			5.45%
Manufactured Housing					8			5.33%
Self Storage					33			3.96%
Unanchored Retail					15			2.88%
Industrial/Warehouse					7			2.47%
Mixed Use					1			0.28%

Prepayment Or Call Protection Provided By The Mortgage Loans

The terms of each mortgage loan restrict the ability of the borrower to prepay the mortgage loan. One hundred eight (108) of the mortgage loans, including the mortgage loans referenced in the first and fourth succeeding paragraphs below, which together represent 96.50% of the initial pool balance, permit defeasance after a defeasance lockout period.

Three (3) of the mortgage loans, which together represent 3.04% of the initial pool balance, permit defeasance after a lockout period followed by prepayment with a prepayment penalty equal to 0.25% of the then outstanding principal amount of such mortgage loan.

Ten (10) of the mortgage loans, which together represent 2.38% of the initial pool balance, permit prepayment after the expiration of a lockout period with payment of the greater of a yield maintenance formula and a fixed penalty equal to 1% of the principal amount of such prepayment, with no defeasance option.

One (1) of the mortgage loans, which represents 1.12% of the initial pool balance, currently permits prepayment with payment of the greater of a yield maintenance formula and a fixed penalty equal to 1% of the principal amount of such prepayment.

One (1) of the mortgage loans, which represents 0.91% of the initial pool balance, permits prepayment, in whole but not in part, at any time with payment of yield maintenance; permits prepayment, in whole but not in part, after July 1, 2015 without payment of yield maintenance and permits defeasance, in whole but not in part, at any time after the expiration of a lockout period.

Notwithstanding the foregoing, the mortgage loans generally provide for a period prior to maturity (one to seven payments) during which prepayments may be made without penalty, yield maintenance charge, or otherwise requiring defeasance.

For a description of defeasance and prepayment provisions in the mortgage loans, see ‘‘Description of the Mortgage Pool—Defeasance’’ and ‘‘—Prepayment Provisions’’ in this prospectus supplement and ‘‘Characteristics of the Mortgage Loans —Yield Maintenance Loans’’ in Annex A to this prospectus supplement.

Payment Terms Of The Mortgage Loans

All the mortgage loans accrue interest at a fixed rate. See ‘‘Description of the Mortgage Pool—Calculations of Interest’’ and ‘‘—ARD loans’’ in this prospectus supplement.

The Trust

Pursuant to the terms of the pooling and servicing agreement, a new trust will be established by the depositor for this series of certificates, and such trust will not engage in any business activities or have any assets or obligations before the issuance of the certificates. Accordingly, no financial statements for the trust will be

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included in the prospectus or this prospectus supplement. The fiscal year end with respect to the trust will be as specified in this prospectus supplement. The trust will be a common law trust formed under the laws of the state of New York and will be administered pursuant to the terms of the pooling and servicing agreement. The trust will not be managed by a board of directors or persons performing similar functions.

The Certificates

Your certificates represent the right to a portion of the collections on the trust’s assets. The certificates represent all of the beneficial ownership interests in the trust. The offered certificates are the only securities offered through this prospectus supplement. The private certificates are not offered by this prospectus supplement.

Certificate Designations

We refer to the certificates by the following designations:

Designation				Related Classes
Offered certificates				Classes A-1, A-1D, A-1A, A-2, A-3, A-4, XP, A-M, A-J, B, C, D and E
Senior certificates				Classes XC, XP, A-1, A-1D, A-1A, A-2, A-3 and A-4
Interest-only certificates				Classes XC and XP
Class X certificates				Classes XC and XP
Subordinate certificates				Classes A-M, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O, P and Q
Private certificates				Classes XC, F, G, H, J, K, L, M, N, O, P, Q, S and FNB
Residual certificates				Classes R-L, R-I, R-II and R-III
REMIC regular certificates				Classes XC, XP, A-1, A-1D, A-1A, A-2, A-3, A-4, A-M, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O, P and Q
Class FNB certificates				Classes FNB-1, FNB-2, FNB-3, FNB-4, FNB-5 and FNB-6

Initial Certificate Balances Of The Certificates

The aggregate principal balance of the certificates (other than the Class FNB certificates) issued by the trust will be approximately $1,697,406,243, but may vary upward or downward by approximately 5%.

The senior certificates (excluding the Class X certificates) will comprise approximately 70.00% and the subordinate certificates will comprise approximately 30.00% of the initial aggregate certificate balance of the certificates (other than the Class FNB certificates).

The Class X certificates will not have a certificate balance. The Class X certificates will have a notional amount and will accrue interest on that notional amount. The Class X certificates will not receive any distributions of principal.

The Class FNB certificates will represent interests solely in the non-pooled portion of the First National Bank Center Loan.

Distributions On The Offered Certificates

The trustee will make distributions to certificateholders on each distribution date in the order of priority described below.

Until paid in full, each class of offered certificates will be entitled to receive monthly distributions of interest.

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For purposes of calculating distributions on the senior certificates, the mortgage pool (excluding the non-pooled portion of the First National Bank Center Loan) has been divided into loan group 1 and loan group 2. The mortgage loans (excluding the non-pooled portion of the First National Bank Center Loan) are identified as belonging to either loan group 1 or loan group 2 on Annex A to this prospectus supplement under the heading ‘‘Loan Group.’’

The borrowers are required to make payments of interest and/or principal on the mortgage loans to the master servicer. The master servicer will deduct its master servicing fee and other amounts required by the pooling and servicing agreement and send the remainder to the trustee. See ‘‘The Pooling and Servicing Agreement’’ in this prospectus supplement. After deducting its trustee fee, expenses and indemnity amounts, the trustee will distribute the available certificate distribution amount to the certificateholders as follows:

The Class FNB certificates will represent a subordinated right to receive out of monthly payments and other collections (or advances in lieu thereof) on the First National Bank Center Loan interest at the related pass-through rate and principal as described in the following provisions. So long as certain default scenarios do not exist with respect to the First National Bank Center Loan, the holders of the Class FNB certificates will be entitled to receive, on a subordinate basis, payments of principal equal to a proportionate share (generally based on an amount equal to the total principal balance of those certificates as a percentage of the principal amount of the First National Bank Center Loan) of (a) all scheduled payments of principal due or, in some cases, deemed due on the First National Bank Center Loan from time to time, to the extent those payments are, in each case, either received as of the end of the collection period when due or deemed due or advanced by the master servicer or the trustee, and (b) any prepayments and other unscheduled collections of previously unadvanced principal with respect to the First National Bank Center Loan. However, for so long as certain default scenarios exist with respect to the First National Bank Center Loan, the holders of the Class FNB certificates will not receive any payments of principal unless and until the holders of the other principal balance certificates collectively receive or are deemed to receive over time payments of principal equal to the cut-off date principal balance of the pooled portion of the First National Bank Center Loan.

Distributions of interest and principal will not be made to a class of certificates if its certificate balance or notional amount has been reduced to zero. However, realized losses or additional trust fund expenses allocated to reduce the certificate

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balance of a class of certificates may be reimbursed if the amount available for distribution is sufficient. See ‘‘Description of the Certificates—Distributions’’ for a discussion of the amount available for distribution and the priorities and amounts of distributions on the certificates. Because payments are made in the order described above, there may not be sufficient funds to make each of the payments described above after making distributions on certificates with a higher priority. Funds may be insufficient if the trust experiences realized losses, incurs unanticipated expenses or an appraisal reduction event occurs.

On any given distribution date, there may be insufficient payments received from the mortgage loans for all classes of certificates to receive the full amount of interest due on that date. Those certificates that do not receive their full interest distributions on any distribution date will be entitled to receive the shortfall in each month thereafter up to the aggregate amount of the shortfall, in the same priority as their distribution of interest. However, there will be no extra interest paid to make up for the delay in distribution of interest.

The amount of interest distributable on each class on each distribution date will equal:

•	1/12th of the pass-through rate for that class multiplied by

•	the related class certificate balance or class notional amount.

Due to allocations of losses, expenses and any net aggregate prepayment interest shortfall, the actual amount of interest distributed on each distribution date may be less than this amount. See ‘‘Description of the Certificates—Distributions’’ in this prospectus supplement.

Subordination Of Classes Of Certificates

The senior certificates will receive all distributions of interest and principal, or in the case of the Class X certificates, only interest, before the subordinate certificates are entitled to receive distributions of interest or principal. This subordination of the subordinate certificates to the senior certificates provides credit support to the senior certificates. Each class of subordinated certificates will provide credit enhancement to subordinated certificates with earlier alphabetical class designations (provided that the Class A-M certificates are senior to the Class A-J certificates). The rights of the holders of the Class FNB certificates to receive distributions in respect of the non-pooled portion of the First National Bank Center Loan will be subordinated to the rights of the holders of the other classes of certificates in respect of the pooled portion of such mortgage loan upon the occurrence of certain events of default with respect to such mortgage loan.

Allocation Of Losses And Expenses To Classes Of Certificates

A loss is realized on a mortgage loan when the master servicer or the special servicer, as applicable, determines that it has received all amounts it expects to receive from the mortgage loan and that amount is less than the outstanding principal balance on the mortgage loan plus accrued and unpaid interest.

An additional trust fund expense is an expense incurred by the trust that is not covered by a corresponding payment from a borrower. Additional trust fund expenses include, among other things:

•	special servicing compensation;

•	interest on advances made by the master servicer or the trustee;

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•	extraordinary expenses, such as indemnification and reimbursements paid to the trustee; and

•	loan-specific expenses incurred because of defaults on mortgage loans or to remediate environmental conditions on mortgaged properties.

Losses and additional trust fund expenses will be allocated to the certificates by deducting those losses and additional trust fund expenses from the certificate balances of the certificates without making any payments to the certificateholders. In general, losses and additional trust fund expenses are allocated to the certificates if the aggregate outstanding principal balance of the mortgage loans immediately following the distributions to be made on the certificates on any distribution date is less than the aggregate outstanding certificate balance of the certificates. If this happens, the certificate balances of the certificates (other than the Class FNB certificates) will be reduced as shown in the following chart:

Any reductions in the certificate balances of the certificates (other than the Class FNB certificates) as the result of the allocation of losses and additional trust fund expenses will also have the effect of reducing the aggregate notional amount of the Class X certificates. Losses on the Seven Springs Village Whole Loan and The Outlets at Hershey Whole Loan will be allocated to the Seven Springs Village B Note and The Outlets at Hershey B Note, respectively, before being allocated as set forth above.

Notwithstanding the foregoing, losses on and/or default-related or other unanticipated expenses of the trust with respect to the First National Bank Center Loan will be allocated to reduce the total principal balance of the Class FNB certificates prior to being allocated to reduce the total principal balance of any class identified in the foregoing chart.

For a detailed description of the allocation of losses and additional trust fund expenses among the certificates, see ‘‘Description of the Certificates—Subordination; Allocation of Losses and Expenses’’ in this prospectus supplement.

Servicing Of The DDR/Macquarie Mervyn’s Portfolio Whole Loan

One of the DDR/Macquarie Mervyn’s Portfolio Companion Loans is currently included in the GE 2005-C4 Trust. In connection therewith, the DDR/Macquarie Mervyn’s Portfolio Whole Loan is currently being serviced and administered pursuant to the GE 2005-C4 Pooling and Servicing Agreement. The GE 2005-C4 Pooling and Servicing Agreement provides for servicing arrangements that are similar, but not identical, to those under the pooling and servicing agreement. See ‘‘Description of the Mortgage Pool—The DDR/Macquarie Mervyn’s Portfolio Whole Loan’’ and ‘‘Servicing of the Mortgage Loans— Servicing of the DDR/Macquarie Mervyn’s Portfolio Whole Loan; Servicing of the Design Center of the Americas Whole Loan’’ in this prospectus supplement.

Servicing Of The Design Center of the Americas Whole Loan

The Design Center of the Americas Companion Loan is currently included in

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the GE 2005-C4 Trust. In connection therewith, the Design Center of the Americas Whole Loan is currently being serviced and administered pursuant to the GE 2005-C4 Pooling and Servicing Agreement. The GE 2005-C4 Pooling and Servicing Agreement provides for servicing arrangements that are similar, but not identical, to those under the pooling and servicing agreement. See ‘‘Description of the Mortgage Pool—The Design Center of the Americas Whole Loan’’ and ‘‘Servicing of the Mortgage Loans—Servicing of the DDR/Macquarie Mervyn's Portfolio Whole Loan; Servicing of the Design Center of the Americas Whole Loan’’ in this prospectus supplement.

Servicing of Other Loans With Companion Loans or B Notes

The mortgaged property that secures the James Center Loan also secures a pari passu companion loan that is not included in the trust and is currently owned by GACC, but may subsequently be contributed to another securitization trust or vehicle or otherwise transferred. Both the James Center Loan and the James Center Companion Loan will be serviced and administered by the master servicer and, if applicable, the special servicer pursuant to the pooling and servicing agreement. The mortgaged property that secures the Seven Springs Village Loan also secures a subordinated B note that is not included in the trust and is currently owned by one of the sellers, but may subsequently be contributed to another securitization trust or vehicle or otherwise transferred. Both the Seven Springs Village Loan and the Seven Springs Village B Note will be serviced and administered by the master servicer and, if applicable, the special servicer pursuant to the pooling and servicing agreement. The mortgaged property that secures The Outlets at Hershey Loan also secures a subordinated B note that is not included in the trust and is currently owned by an affiliate of the special servicer, the primary servicer with respect to certain mortgage loans, the majority certificateholder of the controlling class and one of the sellers, but may subsequently be contributed to another securitization trust or vehicle or otherwise transferred. Both The Outlets at Hershey Loan and The Outlets at Hershey B Note will be serviced and administered by the master servicer and, if applicable, the special servicer pursuant to the pooling and servicing agreement.

Advances Made By The Master Servicer

For any month, if the master servicer receives a payment on a mortgage loan (including the non-pooled portion of the First National Bank Center Loan) that is less than the full scheduled payment, or if no payment is received, then the master servicer is required to make P&I advances from its own funds to cover that shortfall. The master servicer is also required to make servicing advances with respect to any mortgaged property related to a mortgage loan (including the non-pooled portion of the First National Bank Center Loan) except in the case of the respective mortgaged properties that secure the DDR/Macquarie Mervyn's Portfolio Whole Loan and the Design Center of the Americas Whole Loan, which loans and related mortgaged properties are serviced by the GE 2005-C4 Master Servicer under the GE 2005-C4 Pooling and Servicing Agreement and for which the GE 2005-C4 Master Servicer is responsible for making servicing advances.

The master servicer will not be required to advance the amount of any delinquent balloon payment or any default interest or any excess interest that may be due on the ARD loans. If the master servicer fails to make a required advance, the trustee will be required to make such

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advance. However, the master servicer or the trustee, as applicable, will make an advance only if it determines that the advance, together with any advance interest, will be recoverable from future payments or collections on that mortgage loan. Additionally, the special servicer will be able to determine that an existing advance is nonrecoverable or that any proposed advance will be nonrecoverable, and the master servicer will be bound by such determination. Under certain circumstances, the master servicer and the trustee each will be required to rely upon the nonrecoverability determination of other master servicers with respect to certain mortgage loans whose companion loans are in other commercial mortgage securitizations. See ‘‘Description of the Certificates—Appraisal Reductions’’ in this prospectus supplement.

The master servicer and the trustee will each be entitled to recover any advance made by it from related proceeds collected on the mortgage loan for which that advance was made. If at any time an advance made by the master servicer or the trustee is determined to be a nonrecoverable advance (including the portion of any advance with respect to the non-pooled portion of the First National Bank Center Loan), the master servicer or the trustee will be entitled to recover the amount of that advance out of funds received on or in respect of other mortgage loans. The master servicer or the trustee may, in its sole discretion, defer recovery of any advance, provided that no such deferral may exceed six (6) months without the consent of the majority certificateholder of the controlling class or twelve (12) months overall. Reimbursement for nonrecoverable advances will be made from amounts received in respect of principal on such other mortgage loans before being made from other amounts received on such other mortgage loans and such amounts will be deducted from the principal distribution amount for the related distribution date (provided, however, that to the extent any such nonrecoverable advances are subsequently recovered from principal collections on the related mortgage loan, such recovery will be applied to increase the principal distribution amount for the distribution date related to the collection period in which such recovery occurs). In addition, if at any time an advance is made with respect to a mortgage loan and the mortgage loan is thereafter worked out under terms that do not provide for the repayment of those advances (together with interest thereon) in full at the time of the workout (but such amounts become an obligation of the borrower to be paid in the future), then such advance (together with interest on such advance to the extent accrued and unpaid) will constitute a workout-delayed reimbursement amount and, unless determined to be nonrecoverable, will be reimbursable only from amounts in the certificate account that represent principal on the mortgage loans (net of any principal collections used to reimburse the master servicer or the trustee for any nonrecoverable advances and interest thereon). Any principal collections used to reimburse the master servicer or the trustee for such workout-delayed reimbursement amounts will be deducted from the principal distribution amount for the related distribution date, and to the extent any such workout-delayed reimbursement amounts are subsequently recovered from principal collections on the related mortgage loan, such recovery will be applied to increase the principal distribution amount for the distribution date related to the collection period in which such recovery occurs. The master servicer and the trustee will each be entitled to interest on any advances of

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monthly payments made by it and advances of servicing expenses incurred by it or on its behalf. To the extent a nonrecoverable advance or workout-delayed reimbursement amount for any mortgage loan is reimbursed from collections on other mortgage loans, such reimbursement will be made from collections on mortgage loans included in the same loan group and, if such collections are insufficient for full reimbursement of such amounts, from collections on mortgage loans in the other loan group (after giving effect to any similar reimbursements in the other loan group). See ‘‘Description of the Certificates—P&I and Servicing Advances’’ in this prospectus supplement and ‘‘Description of the Certificates—Advances in Respect of Delinquencies’’ and ‘‘The Pooling and Servicing Agreements—Certificate Account’’ in the prospectus.

Notwithstanding the prior paragraph, amounts otherwise payable as interest and/or principal on the Class FNB certificates will not be available to reimburse advances in respect of any underlying mort-gage loan other than the First National Bank Center Loan. With respect to a nonrecoverable advance on the First National Bank Center Loan, the master servicer will be entitled to reimbursement, first, from collections on, and proceeds of, the non-pooled portion of the First National Bank Center Loan, second, from collections on, and proceeds of, the pooled portion of the First National Bank Center Loan, and then from general collections of the trust fund.

In addition, in considering whether any advance is, or any proposed advance, if made, would constitute, a nonrecoverable advance, any person making such determination will be entitled to give due regard to the existence of any nonrecoverable advances or workout-delayed reimbursement amounts with respect to other mortgage loans, the recovery of which is being deferred or delayed at the time of such consideration by the master servicer or, if applicable, the trustee, in light of the fact that proceeds on the related mortgage loan are a source of recovery not only for the advance under consideration, but also as a potential source of recovery of such nonrecoverable advance or workout-delayed reimbursement amounts the recovery of which is being, or may be, deferred or delayed.

The GE 2005-C4 Master Servicer is required to make servicing advances with respect to the mortgaged property related to the DDR/Macquarie Mervyn's Portfolio Whole Loan and the Design Center of the Americas Whole Loan, in accordance with the terms of the GE 2005-C4 Pooling and Servicing Agreement, unless the GE 2005-C4 Master Servicer determines that such servicing advances would not be recoverable from collections on the DDR/Macquarie Mervyn's Portfolio Whole Loan and the Design Center of the Americas Whole Loan. If the GE 2005-C4 Master Servicer is required to but fails to make such advances, then the related trustee under the GE 2005-C4 Pooling and Servicing Agreement will be required to make such advances. The master servicer will be required to make P&I advances with respect to the DDR/Macquarie Mervyn's Portfolio Loan and the Design Center of the Americas Loan to the extent described in this prospectus supplement, but not with respect to any of the DDR/Macquarie Mervyn's Portfolio Companion Loans or the Design Center of the Americas Companion Loan. See ‘‘Description of the Mortgage Pool—The DDR/Macquarie Mervyn's Portfolio Whole Loan,’’ and ‘‘Servicing of the Mortgage Loans—Servicing of the DDR/Macquarie Mervyn's Portfolio Whole

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Loan; Servicing of the Design Center of the Americas Whole Loan,’’ and ‘‘Description of the Mortgage Pool—The Design Center of the Americas Whole Loan,’’ and ‘‘Servicing of the Mortgage Loan—Servicing of the DDR/Macquarie Mervyn's Portfolio Whole Loan; Servicing of the Design Center of the Americas Whole Loan’’ in this prospectus supplement.

The master servicer or the trustee, as applicable, will be required to make servicing advances with respect to the mortgaged property related to the James Center Whole Loan, the Seven Springs Village Whole Loan and The Outlets at Hershey Whole Loan unless the master servicer, the trustee or the special servicer determines that such advances would not be recoverable from collections on the James Center Whole Loan, the Seven Springs Village Whole Loan or The Outlets at Hershey Whole Loan, as applicable. If the master servicer is required to but fails to make such servicing advances, then the trustee will be required to make such servicing advances. The master servicer will be required to make P&I advances with respect to the James Center Loan, the Seven Springs Village Loan and The Outlets at Hershey Loan to the extent described in this prospectus supplement, but not with respect to the James Center Companion Loan, the Seven Springs Village B Note or The Outlets at Hershey B Note.

Servicing and Other Compensation

The principal compensation to be paid to the master servicer in respect of its master servicing activities will be the master servicing fee, which will be payable monthly on a loan-by-loan basis from payments of interest on such mortgage loan and the interest portion of P&I advances (including in respect of the non-pooled portion of the First National Bank Center Loan), and will accrue for each mortgage loan at an annual master servicing fee rate as described in this prospectus supplement. The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee, which will be payable at the rates, at the times and from the sources described in this prospectus supplement. See "Servicing of the Mortgage Loans—Servicing and Other Compensation and Payment of Expenses".

Optional Termination Of The Trust

If, on any distribution date, the remaining aggregate principal balance of the mortgage pool (including the non-pooled portion of the First National Bank Center Loan) is less than 1% of the initial pool balance, the master servicer, the majority certificateholder of the controlling class, the special servicer or the depositor may purchase the mortgage loans (including the non-pooled portion of the First National Bank Center Loan). None of the master servicer, the majority certificateholder of the controlling class, the special servicer or the depositor, however, is required to do so. If the master servicer, the majority certificateholder of the controlling class, the special servicer or the depositor does purchase the mortgage loans, the outstanding principal balance of the certificates will be paid in full, together with accrued interest. Provided that the aggregate principal balances of the Class A-1, Class A-1D, Class A-1A, Class A-2, Class A-3, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J certificates have been reduced to zero, the trust could also be terminated in connection with an exchange of all the then-outstanding certificates, including the Class X certificates and the Class FNB certificates but excluding the Class S certificates and the REMIC residual certificates, for

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the mortgage loans remaining in the trust, but all of the holders of such classes of outstanding certificates would have to voluntarily participate in such exchange. See ‘‘Description of the Certificates—Certificate Balances and Notional Amounts’’ and ‘‘—Termination; Retirement of Certificates.’’

Book-Entry Registration

Generally, the offered certificates will be available only in book-entry form through the facilities of The Depository Trust Company in the United States or through Clearstream or Euroclear in Europe. See ‘‘Description of the Certificates —Book-Entry Registration of the Offered Certificates’’ in this prospectus supplement and Annex D —Global Clearance Settlement and Tax to this prospectus supplement and ‘‘Description of the Certificates —Book-Entry Registration and Definitive Certificates’’ in the prospectus.

Denominations

The offered certificates are offered in minimum denominations of $25,000 each and multiples of $1 in excess thereof.

Yield And Prepayment Considerations

The yield to maturity of each class of certificates will depend upon:

•	the purchase price of the certificates;

•	the applicable pass-through rate;

•	the characteristics of the mortgage loans; and

•	the rate and timing of payments on the mortgage loans.

For a discussion of special yield and prepayment considerations applicable to these classes of certificates, see ‘‘Risk Factors’’ and ‘‘Yield and Maturity Considerations’’ in this prospectus supplement.

Legal Investment In The Certificates

None of the offered certificates will be ‘‘mortgage related securities’’ for purposes of the Secondary Mortgage Market Enhancement Act of 1984. See ‘‘Legal Investment’’ in this prospectus supplement for important information concerning possible restrictions on ownership of the offered certificates by regulated institutions. You should consult your legal advisors in determining the extent to which the offered certificates constitute legal investments for you.

ERISA Considerations For Certificateholders

If the conditions described under ‘‘ERISA Considerations’’ in this prospectus supplement and in the accompanying prospectus are satisfied, the Class A-1, Class A-1D, Class A-1A, Class A-2, Class A-3, Class A-4, Class XP, Class A-M, Class A-J, Class B, Class C, Class D and Class E certificates may be eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts.

Tax Status Of The Certificates

The certificates, other than the residual certificates and the Class S certificates (which enable the Class S certificateholders to receive certain excess interest on the ARD loans) will be treated as regular interests in a REMIC and generally as debt for federal income tax purposes. Holders of regular interest certificates will be required to include in income all interest and original issue discount in respect of their certificates in accordance with the accrual method of accounting regardless of the certificateholders’ usual methods of accounting.

For federal income tax purposes, elections will be made to treat the mortgage pool that comprises the trust (other than excess interest on the ARD loans) as separate real estate mortgage investment conduits. The certificates, other than the residual certificates and the Class S

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certificates, will represent ownership of regular interests in one of these real estate mortgage investment conduits. For federal income tax purposes, the residual certificates will be the residual interests in their respective real estate mortgage investment conduit. The Class S certificates will represent only the right to excess interest on the ARD loans and, for federal income tax purposes, will constitute interests in a grantor trust.

For further information regarding the federal income tax consequences of investing in the offered certificates, see ‘‘Federal Income Tax Consequences’’ in this prospectus supplement and in the accompanying prospectus.

Ratings On The Certificates

The offered certificates are required to receive ratings from Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and Fitch Ratings that are not lower than those indicated under ‘‘Summary of Series 2006-C1 Mortgage Pass-Through Certificates and Pool Characteristics.’’ The ratings of the offered certificates address the likelihood that the holders of offered certificates will receive timely distributions of interest and the ultimate repayment of principal before the rated final distribution date that occurs in November 2045. A security rating is not a recommendation to buy, sell or hold a security and may be changed or withdrawn at any time by the assigning rating agency. The ratings do not address the likelihood that holders will receive any yield maintenance charges, prepayment premiums, default interest or excess interest or experience any net aggregate Prepayment Interest Shortfall. The ratings also do not address the tax treatment of payments on the certificates or 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.

Affiliations And Related Transactions

GMACCM is the sponsor of the securitization described in this prospectus supplement and the master servicer of the mortgage loans. The depositor, GMAC Commercial Mortgage Securities, Inc., is a wholly-owned subsidiary of the sponsor.

CWCapital is a mortgage loan seller, the primary servicer with respect to the mortgage loans it originated or acquired and an affiliate of the special servicer, the holder of the subordinate B note with respect to The Outlets at Hershey Whole Loan and the majority certificateholder of the controlling class. See "Risk Factors—Conflicts of interest may occur as a result of parties' affiliations" in this prospectus supplement.

The depositor will acquire the mortgage loans from the sponsor and the other sellers, in each case, under a separate mortgage loan purchase agreement dated as of the delivery date or a similar agreement to be entered into by or assigned to the depositor, who will then assign its interests in the mortgage loans, without recourse, to the trustee for the benefit of the holders of the certificates. The material terms of the mortgage loan purchase agreements are described herein under ‘‘Description of the Mortgage Pool—Assignment of the Mortgage Loans; Repurchases and Substitutions’’ and ‘‘—Representations and Warranties; Repurchases and Substitutions’’.

The certificates will be issued under a pooling and servicing agreement. The parties to the pooling and servicing agreement will include the depositor, the trustee, the master servicer and the special servicer.

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The pooling and servicing agreement provides that the mortgage loans will be administered in accordance with the servicing standard described in this prospectus supplement without regard to any affiliation with any other party to the pooling and servicing agreement. See ‘‘Servicing of the Mortgage Loans—Servicing Standard’’ in this prospectus supplement. The material terms of the pooling and servicing agreement are described herein under ‘‘The Pooling and Servicing Agreement’’ and ‘‘Servicing of the Mortgage Loans’’ and in the prospectus under ‘‘The Pooling and Servicing Agreements’’.

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RISK FACTORS

The offered certificates are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the risks associated with that class. The offered certificates are complex securities and it is important that you possess, either alone or together with an investment advisor, the expertise necessary to evaluate the information contained in this prospectus supplement and the accompanying prospectus in the context of your financial situation.

Allocations of losses on the mortgage loans will reduce your payments and yield on your certificates		If losses on the mortgage loans are allocated to your class of certificates, the amount payable to you will be reduced by the amount of these losses and the yield to maturity on your certificates will be reduced. Losses allocated to a class reduce the principal balance of the class without making a payment to the class.

		Because losses on the mortgage loans, together with expenses relating to defaulted mortgage loans, will be allocated first to the most subordinated class of subordinated certificates with a positive balance, the yields on the subordinate certificates will be extremely sensitive to losses on the mortgage loans and the other related expenses.

		If the principal balance of all of the subordinate certificates has been reduced to zero due to losses on and expenses of defaulted mortgage loans, losses and expenses will be allocated pro rata to the Class A-1, Class A-1D, Class A-1A, Class A-2, Class A-3 and Class A-4 certificates.

		Reductions in the principal balance of any class of certificates (other than the Class FNB certificates) will reduce the notional amount of the Class X certificates by a corresponding amount, resulting in smaller interest distributions to the Class X certificateholders. See ‘‘Description of the Certificates—Subordination; Allocation of Losses and Expenses’’ in this prospectus supplement.

Delinquencies, losses and prepayments on the mortgage loans will affect the yield on the certificates		The yield to maturity on the certificates will depend significantly on the rate and timing of payments of principal and interest on the certificates. The rate and timing of principal and interest payments on the mortgage loans, including the rates of delinquency, loss and prepayment, will affect the rate and timing of payments of principal

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		and interest on the certificates. Some of the mortgage loans are secured by cash reserves or other credit enhancement that, if certain leasing-related or other conditions are not met, may be applied to partially defease or prepay the related mortgage loan. See ‘‘Description of the Mortgage Pool— Earnouts and Additional Collateral Loans’’ in this prospectus supplement and ‘‘Characteristics of the Mortgage Loans—Earnout Loans’’ in Annex A to this prospectus supplement. For a discussion of the impact on the yields of the certificates of the rate of delinquency, loss and prepayment on the mortgage loans, and factors that affect those rates, see ‘‘Yield and Maturity Considerations’’ and ‘‘Description of the Certificates—Subordination; Allocation of Losses and Expenses’’ in this prospectus supplement and ‘‘Risk Factors’’ and ‘‘Yield and Maturity Considerations’’ in the prospectus.

The mortgage loans are not insured		None of the mortgage loans are insured or guaranteed by the United States, any governmental entity or instrumentality, by any private mortgage insurer or by the depositor, the underwriters, the master servicer, the special servicer, the sellers or the trustee. Therefore, you should consider payment on each mortgage loan to depend exclusively on the borrower and any guarantor(s) under the particular mortgage loan documents. If the borrower or any guarantor fails to make all payments when due on the mortgage loans, the yield on your class of certificates may be adversely affected and any resulting losses may be allocated to your certificates.

Conflicts of interest may occur as a result of the rights of third parties to terminate the special servicer		Subject to the second and third succeeding sentences, the majority certificateholder of the controlling class has the right to remove the special servicer and appoint a successor special servicer, which may be an affiliate of that certificateholder. See ‘‘Servicing of the Mortgage Loans—The Majority Certificateholder of the Controlling Class.’’ Holders of certain companion loans (acting alone or with the majority certificateholder of the controlling class) and subordinated loans (or their designees) also have the right under certain circumstances to remove the special servicer and

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		appoint a special servicer for one or more mortgage loans over which they have appointment power acting alone or jointly with the majority certificateholder of the controlling class. Under certain circumstances, the rights of the majority certificateholder of the controlling class to remove and replace the special servicer with respect to the First National Bank Center Loan will be exercised by the Class FNB Representative. The parties with this removal and appointment power may have special relationships or interests that conflict with those of the holders of one or more classes of certificates. In addition, they do not have any duties to the holders of any class of certificates, may act solely in their own interests, and will have no liability to any certificateholders for having done so. No certificateholder may take any action against the majority certificateholder of the controlling class, the holders of companion loans or subordinated loans or other parties for having acted solely in their respective interests. See ‘‘Description of the Mortgage Pool—The Seven Springs Village Whole Loan,’’ ‘‘—The Outlets at Hershey Whole Loan,’’ and ‘‘Servicing of the Mortgage Loans—Termination of the Special Servicer for Specially Serviced Mortgage Loans and REO Properties’’ in this prospectus supplement.

Conflicts of interest may occur as a result of the rights of third parties to withhold approval or consult on servicer actions		Subject to the second and third succeeding sentences, the majority certificateholder of the controlling class has the right to withhold its approval of certain actions proposed to be taken by the special servicer with respect to the mortgage loans and related mortgaged properties. See ‘‘Servicing of the Mortgage Loans—The Majority Certificateholder of the Controlling Class’’. With respect to certain mortgage loans with companion loans or subordinate loans, these rights or similar rights may instead be exercisable by the holders of such companion loans (acting alone or with the majority certificateholder of the controlling class) and subordinate loans (or their designees). See ‘‘Description of the Mortgage Pool—"The DDR/Macquarie Mervyn's Portfolio Whole Loan", —"The James Center Whole Loan’’, ‘‘—The Seven Springs Whole Loan’’, ‘‘—The Design Center of Americas Whole

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		Loan’’ and "—The Outlets at Hershey Whole Loan" in this prospectus supplement. Under certain circumstances, such rights of the majority certificateholder of the controlling class with respect to the First National Bank Center Loan will instead be exercised by the Class FNB Representative. See ‘‘Description of the Mortgage Pool—The First National Bank Center Loan’’ in this prospectus supplement. The interests of any of these holders and their designees (including any controlling class of certificateholders or operating advisor in other securitizations) may also conflict with those of the holders of the majority certificateholder of the controlling class or the interests of the holders of the offered certificates. As a result, approvals to proposed servicer actions may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of offered certificates. No certificateholder may take any action against any of the parties with these approval or consent rights for having acted solely in their respective interests.

Conflicts of interest may occur as a result of parties' affiliations		The master servicer is one of the mortgage loan sellers and is an affiliate of the depositor. An affiliate of the special servicer, the primary servicer with respect to certain mortgage loans, the holder of the subordinate B note with respect to The Outlets at Hershey Whole Loan and the majority certificateholder of the controlling class, is one of the mortgage loan sellers. These affiliations could cause conflicts with the master servicer's or special servicer's duties to the trust 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 without regard to any affiliation with any other party to the pooling and servicing agreement. See ‘‘Servicing of the Mortgage Loans—Servicing Standard’’ in this prospectus supplement.

		Additionally, in connection with servicing of the mortgage loans, the majority certificateholder of the controlling class, the holder of a related companion loan or B note or, with respect to the First

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		Bank Center Loan, the Majority Class FNB certificateholders may withhold their approval to proposed actions to be taken by the master servicer or the special servicer that could adversely affect some or all of the classes of certificates. The majority certificateholder of the controlling class, the holder of a related companion loan or B note or, with respect to the First Bank Center Loan, the Majority Class FNB certificateholders may have interests in conflict with those of other certificateholders. The majority certificateholder of the controlling class, the holder of a related companion loan or B note or the Majority Class FNB certificateholder, as applicable, will have no liability to any other certificateholder for any action it takes or fails to take. However, neither the master servicer nor the special servicer is permitted to take actions which are prohibited by law, violate the servicing standard, violate any other term of the pooling and servicing agreement or violate the applicable mortgage loan documents.

		Affiliates of the depositor, the master servicer and the special servicer may purchase a portion of the certificates or a related companion loan or B note. This ownership could cause a conflict between the master servicer’s or the special servicer’s respective duties to the trust under the pooling and servicing agreement and their respective interests as a holder of a certificate or related companion loan or B note. In addition, the holder of certain of the subordinate certificates, the holder of related companion loans or B notes or, in the case of the First National Bank Center Loan, the Class FNB Representative, may have the right to remove the special servicer and appoint a successor which may be an affiliate of such holder. It is possible that the special servicer or an affiliate thereof may be the holder of such subordinate certificates or related companion loans or B notes or the Majority Class FNB certificateholder. However, the pooling and servicing agreement provides that the mortgage loans are required to be administered in accordance with the servicing standard without regard to ownership of any certificate or any companion loan or B note by the master servicer, the special servicer or any of their affiliates. See ‘‘Servicing of

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		the Mortgage Loans—Servicing Standard’’ in this prospectus supplement.

		Additionally, any of those parties, especially if it or an affiliate holds certificates or a related companion loan or B note, or has financial interest in, or other financial dealings with, a borrower under any of the mortgage loans, may have interests when dealing with the mortgage loans that conflict with those of holders of the offered certificates. For instance, a special servicer that holds subordinate certificates could seek to reduce the potential for losses allocable to those certificates from a troubled mortgage by deferring acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the trust than would be realized if earlier action had been taken. In general, the master servicer and the special servicer are not required to act in a manner more favorable to the offered certificates or any particular class of offered certificates than to the subordinate certificates.

You will not have any control over the servicing of certain loans		The DDR/Macquarie Mervyn's Portfolio Loan is secured by mortgaged property that also secures the DDR/Macquarie Mervyn's Portfolio Companion Loans that are not assets of the trust. Only the DDR/Macquarie Mervyn's Portfolio Loan is an asset of the trust. One (1) of the DDR/Macquarie Mervyn's Portfolio Companion Loans is owned by the GE 2005-C4 Trust, for which Midland Loan Services, Inc. is the master servicer. One (1) of the DDR/Macquarie Mervyn's Portfolio Companion Loans is owned by the COMM 2005-FL11 Trust.

		The Design Center of the Americas Whole Loan is secured by mortgaged property that also secures the Design Center of the Americas Companion Loan that is not an asset of the trust. Only the Design Center of the Americas Loan is an asset of the Trust. The Design Center for the Americas Companion Loan is owned by the GE 2005-C4 Trust, for which Midland Loan Services, Inc. is the master servicer.

		The DDR/Macquarie Mervyn's Portfolio Loan and the Design Center of the Americas Loan are

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		serviced and administered by Midland Loan Services, Inc. as the master servicer under the GE 2005-C4 Pooling and Servicing Agreement, and, if applicable, will be specially serviced by Midland Loan Services, Inc., the special servicer under the GE 2005-C4 Pooling and Servicing Agreement. The GE 2005-C4 Pooling and Servicing Agreement provides for servicing arrangements that are similar but not identical to those under the pooling and servicing agreement.

		As a result, you will have less control over the servicing of the DDR/Macquarie Mervyn's Portfolio Loan and the Design Center of the Americas Loan than you would have if such mortgage loans were being serviced by the master servicer and the special servicer pursuant to the terms of the pooling and servicing agreement. See ‘‘Servicing of the Mortgage Loans—Servicing of the DDR/Macquarie Mervyn’s Portfolio Loan; Servicing of the Design Center of the Americas Whole Loan,’’ in this prospectus supplement.

Adverse environmental conditions at a mortgaged property may reduce or delay your payments		The trust could become liable for an environmental condition at a mortgaged property. Any potential liability could reduce or delay payments to certificateholders.

		‘‘Phase I’’ environmental assessments have been performed on all of the mortgaged properties and ‘‘Phase II’’ environmental assessments were or will be performed on some of the mortgaged properties. None of the environmental assessments revealed material adverse environmental conditions or circumstances affecting any mortgaged property, except those cases:

		•	in which the adverse conditions were remediated or abated, or a ‘‘no further action’’ letter was issued by the applicable governmental agency, before the date of issuance of the certificates;

		•	in which an operations and maintenance plan or periodic monitoring of the mortgaged property or nearby properties was in place or recommended;

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		•	involving a leaking underground storage tank or groundwater contamination at a nearby property that had not yet materially affected the mortgaged property and for which a responsible party either has been identified under applicable law or was then conducting remediation of the related condition;

		•	in which groundwater, soil or other contamination was identified or suspected at the subject mortgaged property, and a responsible party either has been identified under applicable law or was then conducting remediation of the related condition, or an escrow reserve, indemnity, environmental insurance or other collateral was provided to cover the estimated costs of continued monitoring, investigation, testing or remediation;

		•	involving radon; or

		•	in which the related borrower has agreed to seek a ‘‘no further action’’ letter or a ‘‘case closed’’ or similar status for the issue from the applicable governmental agency.

		To decrease the likelihood of environmental liability against the trust, the special servicer is required to obtain a satisfactory environmental site assessment of a mortgaged property and see that any required remedial action is taken before acquiring title or assuming its operation. See ‘‘Description of the Mortgage Pool—General Underwriting Matters—Environmental Assessments and Insurance’’ in this prospectus supplement and ‘‘The Pooling and Servicing Agreements—Realization Upon Defaulted Mortgage Loans,’’ ‘‘Risk Factors— Environmental conditions may subject the mortgaged property to liens or impose costs on the property owner’’ and ‘‘Legal Aspects of Mortgage Loans—Environmental Considerations’’ in the prospectus.

		Problems associated with mold may pose risks to the real property 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 set of generally accepted standards for the assessment of mold

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		currently in place. If left unchecked, the growth of mold could result in the interruption of cash flow, litigation and remediation expenses which could adversely impact collections from a mortgaged property. In addition, the insurance policies covering losses and damage at a mortgaged property may specifically exclude losses and damage attributable to mold.

Geographic concentration may increase realized losses on the certificates		The five (5) states with the highest concentration of mortgaged properties are listed in the table under ‘‘Summary of Series 2006-C1 Transaction —Geographic Concentrations of the Mortgaged Properties.’’ Any deterioration in the real estate market or economy or events in that state or region, including earthquakes, hurricanes and other natural disasters, may increase the rate of delinquency experienced with mortgage loans related to properties in that region. As a result, realized losses may occur on the mortgage loans in the trust.

		In addition, some mortgaged properties are located in states, such as California that may be more susceptible to earthquakes, or states such as Virginia, Florida, Alabama, Georgia, North Carolina, South Carolina, Louisiana, Mississippi and Texas, which may be more susceptible to hurricanes than properties located in other parts of the country. Generally, the mortgaged properties are not insured for earthquake or hurricane risk. If mortgaged properties are insured, they may be insured for amounts less than the outstanding principal balances of the related mortgage loans.

The mortgage loans are non-recourse loans		All of the mortgage loans are or should be considered non-recourse loans. If a borrower defaults on a non-recourse loan, only the mortgaged property, and not the other assets of the borrower, is available to satisfy the debt. The borrowers generally have no material assets other than ownership of the related mortgaged property. Even if the mortgage loan documents permit recourse to the borrower or a guarantor, we have not necessarily undertaken an evaluation of the financial condition of any of these persons or entities and the trust may not be able to ultimately collect the amount

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		due under that mortgage loan. Any resulting losses may reduce your payments and yield on your certificates.

		Consequently, you should consider payment on each mortgage loan to depend primarily on the sufficiency of the cash flow from the related mortgaged property or properties. At scheduled maturity or upon acceleration of maturity after a default, payment depends primarily on the market value of the mortgaged property or the ability of the borrower to refinance the mortgaged property. See ‘‘Legal Aspects of Mortgage Loans—Foreclosure—Anti-Deficiency Legislation’’ in the prospectus.

The seller of a mortgage loan is the only entity making representations and warranties with respect to that mortgage loan		The seller of each mortgage loan will be the only entity making representations and warranties with respect to that mortgage loan. Neither the depositor nor any of its other affiliates will be obligated to repurchase a mortgage loan upon a breach of a seller’s representations and warranties or any document defects if the applicable seller defaults on its obligation to repurchase a mortgage loan. The applicable seller may not have the financial ability to effect these repurchases. Any resulting losses will reduce your payments and yield 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.

The sellers of the mortgage loans are subject to bankruptcy or insolvency laws that may affect the trust’s ownership of the mortgage loans		In the event of the insolvency of any seller, it is possible that the trust’s right to payment from or ownership of the mortgage loans could be challenged, and if such challenge was successful, delays or reductions in payments on your certificates could occur.

		The sellers 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.

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Balloon payments may increase losses on the mortgage loans and extend the weighted average life of your certificate		One hundred eleven (111) of the mortgage loans, which together represent 92.12% of the initial pool balance, require balloon payments at their stated maturity. These mortgage loans involve a greater degree of risk than fully amortizing loans because the ability of a borrower to make a balloon payment typically depends on its ability to refinance the mortgage loan or sell the mortgaged property at a price sufficient to permit repayment. A borrower’s ability to achieve either of these goals will be affected by:

		•	the availability of, and competition for, credit for commercial or multifamily real estate projects, which fluctuates over time;

		•	the prevailing interest rates;

		•	the fair market value of the property;

		•	the borrower’s equity in the property;

		•	the borrower’s financial condition;

		•	the operating history and occupancy level of the property;

		•	tax laws; and

		•	prevailing general and regional economic conditions.

		Any delay in collection of a balloon payment that otherwise would be distributable to a class, whether the delay is due to borrower default or to modification of the mortgage loan by the master servicer or special servicer, is likely to extend the weighted average life of that class. If the weighted average life of your class of certificates is extended, your yield on those certificates may be reduced to less than what it would otherwise have been.

		See ‘‘Servicing of the Mortgage Loans—Modifications, Waivers, Amendments and Consents,’’ ‘‘Description of the Mortgage Pool—Balloon Loans’’ and ‘‘Yield and Maturity Considerations’’ in this prospectus supplement and ‘‘Risk Factors—Investment in commercial and multifamily mortgage loans is riskier than investment in single-family mortgage loans’’ and ‘‘Yield and Maturity Considerations’’ in the prospectus.

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If a borrower does not make its ARD payment, the weighted average life of your class of certificates may be extended		Four (4) mortgage loans, which together represent 6.57% of the initial pool balance, are ARD loans. An ARD loan has an anticipated repayment date prior to its maturity date. The failure of a borrower to prepay an ARD loan by its anticipated repayment date will likely extend the weighted average life of any class of certificates that would receive a distribution of the prepayment. The ability of a borrower to prepay an ARD loan by its anticipated repayment date typically depends on its ability either to refinance an ARD loan or to sell the mortgaged property. The provisions for accelerated amortization and a higher interest rate after the anticipated repayment date of an ARD loan are intended to provide a borrower with an incentive to pay the mortgage loan in full on or before its anticipated repayment date, but this incentive may not be sufficient. To the extent the borrower on an ARD loan makes payments of interest accrued at a rate of interest higher than the normal mortgage interest rate, the excess interest will be distributed to the holders of the Class S certificates. See ‘‘Description of the Mortgage Pool—ARD loans’’ in this prospectus supplement.

Risks particular to office properties:

Economic decline in tenant businesses or changes in demographic conditions could adversely affect the value and cash flow from office properties		Twenty-seven (27) mortgaged properties, securing mortgage loans which together represent 30.26% of the initial pool balance, are office properties. Economic decline in the businesses operated by the tenants of office properties may increase the likelihood that the tenants may be unable to pay their rent, which could result in realized losses on the mortgage loans that may be allocated to your class of certificates. A number of economic and demographic factors may adversely affect the value of office properties, including:

		•	the quality of the tenants in the building;

		•	the physical attributes of the building in relation to competing buildings;

		•	access to transportation;

		•	the availability of tax benefits;

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		•	in the case of medical office uses, access and proximity to ancillary demand generators such as hospitals and medical centers;

		•	the strength and stability of businesses operated by the tenant or tenants;

		•	the desirability of the location for business; and

		•	the cost of refitting office space for a new tenant, which is often significantly higher than the cost of refitting other types of properties for new tenants.

		These risks may be increased if rental revenue depends on a single tenant, on a few tenants, if the property is owner-occupied or if there is a significant concentration of tenants in a particular business or industry. Six (6) mortgaged properties, securing mortgage loans which together represent 3.00% of the initial pool balance, are single-tenant office properties. For a description of risk factors relating to properties with tenant concentrations, see ‘‘—Losses may be caused by tenant credit risk on the mortgage loans’’ and ‘‘—Tenant concentration entails risks because the financial condition of a single-tenant or a few tenants may adversely affect net cash flow’’ below.

Competition with other office properties could also adversely affect the value and cash flow from office properties		Competition from other office properties in the same market could decrease occupancy or rental rates at office properties. Decreased occupancy or rental revenues could result in realized losses on the mortgage loans that may be allocated to your class of certificates. A property’s age, condition, design (such as floor sizes and layout), location, access to transportation and ability to offer amenities to its tenants, including sophisticated building systems (such as fiber optic cables, satellite communications or other base building technological features) may affect the property’s ability to compete with office properties in the same market.

Risks particular to retail properties:

A significant tenant ceasing to operate at a retail property could adversely affect its value and cash flow		Ninety-two (92) mortgaged properties, securing mortgage loans which together represent 26.41% of the initial pool balance, are retail properties. A significant tenant ceasing to do business at a retail

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		property could result in realized losses on the mortgage loans that may be allocated to your certificates. The loss of a significant tenant may be the result of the tenant’s voluntary decision not to renew a lease or to terminate it in accordance with its terms, the bankruptcy or insolvency of the tenant, the tenant’s general cessation of business activities or other reasons (including co-tenancy provisions permitting a tenant to terminate a lease prior to its term). There is no guarantee that any tenant will continue to occupy space in the related retail property. Some component of the total rent paid by retail tenants may be tied to a percentage of gross sales. As a result, the correlation between the success of a given tenant’s business and property value is more direct for retail properties than other types of commercial properties. Significant tenants or anchor tenants at a retail property play an important part in generating customer traffic and making a retail property a desirable location for other tenants at that property. A retail ‘‘anchor tenant’’ is typically understood to be a tenant that is larger in size and is important in attracting customers to a retail property, whether or not it is located on the mortgaged property.

		Seventy-six (76) of the mortgaged properties, securing mortgage loans which together represent 18.08% of the initial pool balance, are anchored retail properties. Some tenants at retail properties may be entitled to terminate their leases or pay reduced rent if sales are below certain target levels, or if an anchor tenant or one or more major tenants cease operations at that property or fail to open. If anchor stores in a mortgaged property were to close, the borrower may be unable to replace those anchor tenants in a timely manner on similar terms, and customer traffic may be reduced, possibly affecting sales at the remaining retail tenants. The lack of replacement anchors and a reduction in rental income from remaining tenants may adversely affect the borrower’s ability to pay current debt service or successfully refinance the mortgage loan at maturity. These risks with respect to an anchored retail property may be increased when the property is a single-tenant property.

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		Sixty-nine (69) of these mortgaged properties securing mortgage loans which together represent 11.70% of the initial pool balance, are single tenant anchored retail properties. For a description of risk factors relating to single-tenant properties, see ‘‘—Losses may be caused by tenant credit risk on the mortgage loans’’ below. In addition, certain retail anchor tenants may own their building and improvements, while the borrower owns only the underlying land. In those cases, the collateral securing the mortgage loan will include only the land and the rights of the borrower as landlord with respect to the anchor lease.

		The bankruptcy of, or financial difficulties affecting, a major tenant may adversely affect a borrower’s ability to make its mortgage loan payments.

Retail properties are vulnerable to changes in consumer preferences		Changes in consumer preferences and market demographics may adversely affect the value and cash flow from retail properties, particularly properties with a specialty retail focus. You may experience losses on the certificates due to these changes. Retail properties are particularly vulnerable to changes in consumer preferences and market demographics that may relate to:

		•	changes in consumer spending patterns;

		•	local competitive conditions, such as an increased supply of retail space or the construction of other shopping centers;

		•	the attractiveness of the properties and the surrounding neighborhood to tenants and their customers;

		•	with respect to value-oriented retail properties, such properties may contain tenants that sell discounted, ‘‘last season’’ or close-out merchandise, or may have higher than average seasonality in tenant sales, cash flows and occupancy levels; or the public perception of the safety of the neighborhood; and

		•	the need to make major repairs or improvements to satisfy major tenants.

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Competition from alternative retail distribution channels may adversely affect the value and cash flow from retail properties		Retail properties face competition from sources outside their local real estate market. Catalog retailers, home shopping networks, the internet, telemarketing and outlet centers all compete with more traditional retail properties for consumer dollars. These alternative retail outlets are often characterized by lower operating costs. Continued growth of these alternative retail outlets could adversely affect the amount of rent that may be charged at such mortgaged properties, which could reduce the cash flow and market value of the retail properties which secure mortgage loans in the trust. The occurrence of any of these events could result in realized losses on the mortgage loans.

Theater tenants have particular risks		Certain of the mortgaged properties may have theaters as part of the mortgaged property. These properties are exposed to certain unique risks. Significant factors determining the value of a theater property include:

		•	the strength and experience of the operator;

		•	its ability to secure film license agreements for first-run movies; and

		•	its ability to maintain high attendance levels.

		Theater operators are also highly reliant on sales of food and beverages to attendees. Physical attributes of the building will also impact property value. These physical attributes include:

		•	number of screens;

		•	the size of individual auditoriums within the theater;

		•	quality and modernity of sound and projection systems, and

		•	quality and comfort of individual theaters and common areas (including box office, lobby and concessions area).

		The performance of a theater property can be impacted by the quality, size and proximity of competitive theater properties and the relative appeal of films being screened at other theater properties within the market. The theater industry is highly dependent on the quality and popularity

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		of films being produced by film production companies both in the United States and overseas; a slowdown in movie production or decrease in the appeal of films being produced can negatively impact the value of a theater property. The theater industry is also subject to competitive distribution channels. These competitive distribution channels include:

		•	cable and satellite television;

		•	videotape and videodisk sales and rentals; and

		•	electronic distribution via the Internet.

Risks particular to multifamily properties:

Reductions in occupancy and rent levels on multifamily properties could adversely affect their value and cash flow		Thirty-six (36) mortgaged properties, securing mortgage loans which together represent 23.40% of the initial pool balance, are multifamily properties that are rented to residential tenants.A decrease in occupancy or rent levels at these properties could result in realized losses on the mortgage loans. Occupancy and rent levels at a multifamily property may be adversely affected by:

		•	local, regional or national economic conditions, which may limit the amount of rent that can be charged for rental units or result in a reduction in timely rent payments;

		•	construction of additional housing units in the same market;

		•	local military base or industrial/business closings;

		•	the tenant mix (such as tenants being predominantly students, military personnel, corporate tenants or employees of a particular business or industry);

		•	developments at local colleges and universities;

		•	month-to-month leases;

		•	national, regional and local politics, including current or future rent stabilization and rent control laws and agreements;

		•	trends in the senior housing market;

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		•	the level of mortgage interest rates and favorable income and economic conditions, which may encourage tenants in multifamily properties to purchase housing; and

		•	a lack of amenities and unattractive locations and/or physical attributes or bad reputation of the mortgaged property.

Restrictions imposed on multifamily properties by government programs could also adversely affect their value and cash flow		Tax credit, city, state and federal housing subsidies, rent stabilization, elder housing or similar programs may apply to multifamily properties. The limitations and restrictions imposed by these programs could result in realized losses on the mortgage loans that may be allocated to your class of certificates. These programs may include:

		•	rent limitations that could adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expenses; and

		•	tenancy and tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates.