GREENWICH CAPITAL COMMERCIAL FUNDING CORP.



                                    Depositor



         Commercial Mortgage Pass-Through Certificates, Series 2006-GG7



                             UNDERWRITING AGREEMENT



                                                                   June 27, 2006



GOLDMAN, SACHS & CO.

85 Broad Street

New York, New York 10004



GREENWICH CAPITAL MARKETS, INC.

600 Steamboat Road

Greenwich, Connecticut 06830



MORGAN STANLEY & CO. INCORPORATED

1585 Broadway

New York, New York 10036



BEAR, STEARNS & CO. INC.

383 Madison Avenue

New York, New York 10167



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

4 World Financial Center, 15th Floor

New York, New York 10080



WACHOVIA CAPITAL MARKETS, LLC

301 South College Street

Charlotte, North Carolina 28288



Ladies and Gentlemen:



            1. Introductory. Greenwich Capital Commercial Funding Corp., a

Delaware corporation (the "Depositor"), proposes to form one or more real estate

mortgage investment conduits (the "Trust"), which will issue securities entitled

Commercial Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through

Certificates, Series 2006-GG7 (the "Certificates"). Each Certificate will

evidence a fractional undivided, percentage interest or beneficial interest in

the Trust. The terms on which the Trust will issue the Certificates will be

specified in the Prospectus (as defined herein). The property of the Trust will

consist of a pool of fixed rate mortgage loans, secured by multifamily and

commercial properties (collectively, the "Mortgage Loans") that will be

purchased by the Depositor from Greenwich Capital Financial Products, Inc. and

Goldman Sachs Mortgage Company (each, a "Mortgage Loan Seller and collectively,

"the Mortgage Loan Sellers"), pursuant to separate certain Mortgage Loan

Purchase Agreements, each dated as of July 1, 2006 (each, a "Mortgage Loan

Purchase Agreement" and collectively, the "Mortgage Loan Purchase Agreements"),

and will be serviced by Midland Loan Services, Inc., as master servicer (the

"Master Servicer") and LNR Partners, Inc., as special servicer (the "Special

Servicer"), pursuant to that certain Pooling and Servicing Agreement (the

"Pooling and Servicing Agreement"), dated as of July 1, 2006, by and among the

Depositor, the Master Servicer, the Special Servicer, and LaSalle Bank National

Association, as trustee (the "Trustee"), and certain related property to be

conveyed to the Trust by the Depositor (the "Trust Fund"). The Mortgage Loans

will be transferred to the Trust, and the Certificates will be issued pursuant

to the Pooling and Servicing Agreement. The Class A-1, A-2, A-3, A-AB, A-4,

A-1-A, A-M, A-J, B, C, D, E and F Certificates that are subject to this

Agreement and offered by means of the Registration Statement are referred to

herein as the "Publicly Offered Certificates." Capitalized terms used herein but

not defined herein have the respective meanings given to them in the Pooling and

Servicing Agreement.



            At or prior to the time when sales to purchasers of the Publicly

Offered Certificates were first made, which was approximately 3:00 p.m. (Eastern

Standard Time) on June 27, 2006 (the "Time of Sale"), the Depositor had prepared

the following information (collectively, the "Time of Sale Information"): (i)

the Depositor's Free Writing Prospectus dated June 16, 2006 (the cover page of

which is attached hereto as Annex A) to accompany the Depositor's Prospectus

dated April 28, 2006, relating to the Certificates, as amended and modified by

the free writing prospectus dated June 23, 2006 (the cover page of which is

attached hereto as Annex B), (ii) the term sheet dated June 16, 2006, as amended

and modified by the term sheet dated June 23, 2006 and (iii) each other

"free-writing prospectus" (as defined pursuant to Rule 405 under the Securities

Act) (a "Free Writing Prospectus") the first page of each of which is attached

as Annex C hereto. If, subsequent to the date of this Agreement, the Depositor

and the Underwriters (x) determine that such information included an untrue

statement of material fact or omitted to state a material fact necessary in

order to make the statements therein, in the light of the circumstances under

which they were made, not misleading and (y) terminate their old purchase

contracts and enter into new purchase contracts with investors in the Publicly

Offered Certificates, then "Time of Sale Information" will refer to the

information conveyed to purchasers at the time of entry into such new purchase

contract, including any information that corrects such material misstatements or

omissions ("Corrective Information") and "Time of Sale" will refer to the time

and date on which such new purchase contracts were entered into.



            The offering of the Publicly Offered Certificates made pursuant to

the Registration Statement will be made through you as underwriters. This

Underwriting Agreement (this "Agreement") provides for the sale of such Publicly

Offered Certificates to, and the purchase and offering thereof by, you, as

underwriters (collectively, the "Underwriters" and each, an "Underwriter").

Schedule I shall specify the principal or notional balance of each Class of the

Publicly Offered Certificates to be issued and any terms thereof not otherwise

specified in the Pooling and Servicing Agreement, the Classes of Publicly

Offered Certificates, the price at which such Certificates are to be purchased

by the Underwriters from the Depositor, the aggregate amount of Publicly Offered

Certificates to be purchased by you and the initial public offering price or the

method by which the price at which such Publicly Offered Certificates are to be

sold will be determined. The offering of the Publicly Offered Certificates will

be governed by this Agreement.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC