COMM 2006-C7

                  Commercial Mortgage Pass-Through Certificates



                             UNDERWRITING AGREEMENT



                                                                    May 26, 2006



Deutsche Bank Securities Inc.

60 Wall Street

New York, New York  10005



Banc of America Securities LLC

214 North Tryon Street

NC1-027-22-03

Charlotte, North Carolina  28255



J.P. Morgan Securities Inc.

270 Park Avenue, 6th Floor

New York, New York 10017



Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center, 16th Floor

250 Vesey Street

New York, New York 10080



Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019



Ladies and Gentlemen:



            Deutsche Mortgage & Asset Receiving Corporation, a Delaware

corporation (the "Company"), proposes, subject to the terms and conditions

stated herein, to sell to Deutsche Bank Securities Inc. ("DBS"), Banc of America

Securities LLC ("BofA Securities"), J.P. Morgan Securities Inc. ("J.P. Morgan"),

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Lehman

Brothers Inc. ("Lehman") (collectively, the "Underwriters") its COMM 2006-C7,

Commercial Mortgage Pass-Through Certificates, Class A-1, Class A-2, Class A-3,

Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B and Class C

(the "Offered Certificates"). The Offered Certificates, together with the Class

X, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class

M, Class N, Class O, Class P, Class S, Class R and Class LR Certificates,

evidence the entire beneficial ownership interest in the assets of the Trust

Fund (as defined in the Pooling and Servicing Agreement referred to below)

consisting primarily of a pool of mortgage loans secured by first liens on

commercial, multifamily and manufactured housing properties (the "Mortgage

Loans"), that will have, as of the payment date occurring on each Mortgage Loan

in June 1, 2006 (such date, the "Cut-off Date"), after taking into account all

payments of principal due on the Mortgage Loans on or before such date, whether

or not received, an aggregate principal balance of $2,447,292,353 subject to a

variance of plus or minus 5%. The Mortgage Loans will be acquired by the Company

from German American Capital Corporation ("GACC"), Bank of America, National

Association ("BofA"), General Electric Capital Corporation ("GECC") and

CWCapital Mortgage Securities III LLC ("CWCMSIII," and together with GACC, BofA

and GECC, the "Loan Sellers") in exchange for immediately available funds

pursuant to four separate mortgage loan purchase agreements, each to be dated as

of June 7, 2006, between the Company and GACC, BofA, GECC and CWCMSIII,

respectively. Two separate real estate mortgage investment conduit ("REMIC")

elections will be made with respect to the Trust Fund for federal income tax

purposes. The Trust Fund is to be created and the Offered Certificates are to be

issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing

Agreement") to be dated as of June 1, 2006, by and among the Company, as

depositor, Midland Loan Services, Inc., as the master servicer with respect to

all of the Mortgage Loans other than the Desert Passage Loan (the "Master

Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special

Servicer") and Wells Fargo Bank, N.A., as trustee (the "Trustee") and paying

agent. The Mortgage Loans will be primary serviced by BofA (with respect to the

Mortgage Loans sold by BofA) and by CWCapital LLC (with respect to the Mortgage

Loans sold by CWCMSIII) (collectively the "Primary Servicers" and together with

the Trustee, the Master Servicer and the Special Servicer, each a "Transaction

Party" and collectively the "Transaction Parties"). Capitalized terms used

herein but not defined herein have the respective meanings given to them in the

Pooling and Servicing Agreement.



            1. Representations and Warranties. The Company represents and

warrants to, and agrees with, the Underwriters that:



            (a) The Company has filed with the Securities and Exchange

Commission (the "Commission") a registration statement (No. 333-130390) on Form

S-3 for registration under the Securities Act of 1933, as amended (the "Act"),

of mortgage pass-through certificates, including the Offered Certificates, which

registration statement has become effective, and copies of which, as amended to

the date hereof, have heretofore been delivered to you. Such registration

statement meets the requirements set forth in Rule 415(a)(1) under the Act and

complies in all other material respects with such rule. The Company proposes to

file with the Commission pursuant to Rule 424 under the Act a supplement, dated

May 26, 2006, to the prospectus, dated May 26, 2006, relating to the Offered

Certificates and the method of distribution thereof and has previously advised

you of all further information (financial and other) with respect to the Offered

Certificates set forth therein. Such registration statement, including the

exhibits thereto and any information incorporated therein by reference, as

amended on the date hereof is hereinafter called the "Registration Statement";

such prospectus, in the form in which it will be filed with the Commission

pursuant to Rule 424 under the Act, is hereinafter called the "Base Prospectus";

such supplement to the Base Prospectus, in the form in which it will be filed

with the Commission pursuant to Rule 424 of the Act, is hereinafter called the

"Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement

together are hereinafter called the "Prospectus". The Company shall make a good

faith and reasonable effort to file the Prospectus within the time required

under Rule 424 of the Act and, in the event that the Company fails to timely

file the Prospectus, the Company shall file the Prospectus as soon as

practicable thereafter. The Company will not, without your prior consent, file

any other amendment to the Registration Statement or make any change in the Base

Prospectus or the Prospectus Supplement until after the period during which a

prospectus is required to be delivered to purchasers of the Offered Certificates

under the Act (the "Prospectus Delivery Period"). The Company will file with the

Commission within fifteen days of the issuance of the Offered Certificates a

report on Form 8-K setting forth specific information concerning the Offered

Certificates (the "Form 8-K").



            (b) As of or prior to the time when sales to purchasers of the

Offered Certificates were first made in accordance with Rule 159 of the Act,

which was approximately 10:40 a.m. (New York City time) on the date hereof (the

"Time of Sale"), the Company had prepared and filed with the Commission the

following information: (i) the Free Writing Prospectus (as defined below), dated

May 17, 2006, the first page of which is attached hereto as Exhibit A, (the

"Preliminary FWP"); and (ii) the Free Writing Prospectus, dated May 23, 2006,

the first page of which is attached hereto as Exhibit B (the "Revised FWP"). The

Preliminary FWP, the Revised FWP and any additional Disclosure Information (as

defined below) delivered to the investors prior to the Time of Sale is

collectively referred to as the "Time of Sale Information." If, subsequent to

the date of this Agreement, the Company or the Underwriters determine that, as

to the investors in one or more Classes of the Offered Certificates, such

initial Time of Sale Information includes an untrue statement of material fact

or omits to state a material fact necessary in order to make the statements

therein, in light of the circumstances under which they were made, not

misleading, and the Underwriters terminate their old purchase contracts and

enter into new purchase contracts with investors in such Classes of the Offered

Certificates, then "Time of Sale Information" shall refer to all of the

information conveyed to investors at the time of entry into the new purchase

contract (each, a "Subsequent Time of Sale"), including any information that

corrects such material misstatements or omissions ("Corrective Information").

The Preliminary FWP and the Revised FWP are the only Issuer Free Writing

Prospectuses (as defined below) prepared by or on behalf of the Company as of

the date hereof.



            (c) As of the date hereof, when the Registration Statement became

effective, as of the Time of Sale, when the Prospectus Supplement is first filed

pursuant to Rule 424 under the Act, at the time of any Subsequent Time of Sale,

when, prior to the Closing Date, any amendment to the Registration Statement

becomes effective, when any supplement to the Prospectus Supplement is filed

with the Commission, and on the Closing Date, (i) the Registration Statement, as

amended as of any such time, and the Prospectus, as amended or supplemented as

of any such time, complied, complies and will comply in all material respects

with the applicable requirements of the Act and the rules thereunder, (ii) the

Registration Statement, as amended as of any such time, did not, does not and

will not contain any untrue statement of a material fact and did not, does not

and will not omit to state any material fact required to be stated therein or

necessary to make the statements therein not misleading and the Prospectus, as

amended or supplemented as of any such time, did not, does not and will not

contain an untrue statement of a material fact and did not, does not and will

not omit to state a material fact necessary in order to make the statements

therein, in light of the circumstances under which they were made, not

misleading and (iii) the initial Time of Sale Information did not (when

evaluated as of the Time of Sale only), and the Time of Sale Information

existing at any Subsequent Time of Sale, if any, will not, as of such Subsequent

Time of Sale, contain an untrue statement of a material fact or omit to state a

material fact necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading; provided, however,

that the Company makes no representations or warranties as to (A) the

Underwriter Supplied Information (as defined in Section 8(b) hereof), (B) the

Loan Sellers' Information (as defined in Section 8(a) hereof) or (C) the

Transaction Party Information (as defined in Section 8(a) hereof). Any Issuer

Information (as defined below) provided by the Company to any Underwriter as of

the date hereof for inclusion in an Underwriter Free Writing Prospectus (as

defined below), did not, as of the date that such Issuer Information was so

provided, and does not, as of the date of this Agreement, contain an untrue

statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in light of the circumstances under which they

were made, not misleading; provided, however, that the Company shall not be in

breach of this representation if the Company provided Issuer Information to the

Underwriters, correcting such untrue statement or omission of a material fact

contained in previously delivered Issuer Information, so long as the Company

delivered the corrected information to the Underwriter at a reasonable time

prior to the date hereof.



            (d) The Company is a corporation, duly organized, validly existing

and in good standing under the laws of the State of Delaware with full power and

authority (corporate and other) to own its properties and conduct its business,

as described in the Prospectus, and to enter into and perform its obligations

under this Agreement, the Mortgage Loan Purchase Agreements and the Pooling and

Servicing Agreement, and is conducting its business so as to comply in all

material respects with all applicable statutes, ordinances, rules and

regulations of the jurisdictions in which it is conducting business.



            (e) The Company has not received and is not aware of (i) any request

by the Commission for any further amendment of the Registration Statement or the

Prospectus or for any additional information, (ii) the issuance by the

Commission of any stop order suspending the effectiveness of the Registration

Statement or the institution or threatening of any proceeding for that purpose

or (iii) any notification with respect to the suspension of the qualification of

the Offered Certificates for sale in any jurisdiction or the initiation or

threatening of any proceeding for such purpose.



            (f) On or prior to the Closing Date, the Company will have entered

into the Pooling and Servicing Agreement; this Agreement and the Mortgage Loan

Purchase Agreements have been duly authorized, executed and delivered by the

Company, and the Pooling and Servicing Agreement, when delivered by the Company,

will have been duly authorized, executed and delivered by the Company, and this

Agreement and the Mortgage Loan Purchase Agreements will constitute, and the

Pooling and Servicing Agreement will constitute, valid and binding agreements of

the Company, enforceable against the Company in accordance with their terms,

except as such enforceability may be limited by (i) bankruptcy, insolvency,

liquidation, moratorium, receivership, reorganization or similar laws affecting

the rights of creditors generally, (ii) general principles of equity, whether

enforcement is sought in a proceeding in equity or at law, and (iii) public

policy considerations underlying the securities laws, to the extent that such

public policy considerations limit the enforceability of any provisions of this

Agreement that purport to provide indemnification from securities law

liabilities.



            (g) The Offered Certificates and the Pooling and Servicing

Agreement: (i) conform in all material respects to the descriptions thereof

contained in each of (A) the Prospectus, (B) the initial Time of Sale

Information and (C) any Issuer Information (as may have been revised and

corrected if such revised or corrected information was delivered a reasonable

time prior to the Time of Sale) delivered to any Underwriter for inclusion in an

Underwriter Free Writing Prospectus; and (ii) will conform in all material

respects to the descriptions thereof in the Time of Sale Information (as

constituted at any Subsequent Time of Sale). The Offered Certificates have been

duly and validly authorized by the Company, and will, when duly and validly

executed and authenticated by the Trustee and delivered to and paid for by the

Underwriters in accordance with this Agreement and the Pooling and Servicing

Agreement, be validly outstanding and entitled to the benefits of the Pooling

and Servicing Agreement.



            (h) As of the Closing Date, the representations and warranties of

the Company set forth in Section 2.03 of the Pooling and Servicing Agreement

will be true and correct.



            (i) Neither the issuance and sale of the Offered Certificates, nor

the consummation of any other of the transactions contemplated herein, nor the

fulfillment of any of the terms of the Pooling and Servicing Agreement, the

Mortgage Loan Purchase Agreements or this Agreement, will result in the breach

of any term or provision of the certificate of incorporation or by-laws of the

Company or conflict with, result in a material breach, violation or acceleration

of or constitute a default under, the terms of any indenture or other agreement

or instrument to which the Company or any of its subsidiaries is a party or by

which it is bound, or any statute, order or regulation applicable to the Company

or any of its subsidiaries of any court, regulatory body, administrative agency

or governmental body having jurisdiction over the Company or any of its

subsidiaries. Neither the Company nor any of its subsidiaries is a party to,

bound by or in breach or violation of any indenture or other agreement or

instrument, or subject to or in violation of any statute, order or regulation of

any court, regulatory body, administrative agency or governmental body having

jurisdiction over it, which materially and adversely affects the ability of the

Company to perform its obligations under each of this Agreement, the Mortgage

Loan Purchase Agreements and the Pooling and Servicing Agreement.



            (j) There are no actions or proceedings against, or investigations

of, the Company pending, or, to the knowledge of the Company, threatened, before

any court, administrative agency or other tribunal (i) asserting the invalidity

of this Agreement, the Pooling and Servicing Agreement or the Offered

Certificates, (ii) seeking to prevent the issuance of the Offered Certificates

or the consummation of any of the transactions contemplated by this Agreement or

the Pooling and Servicing Agreement, (iii) which might materially and adversely

affect the performance by the Company of its obligations under, or the validity

or enforceability of, this Agreement, the Pooling and Servicing Agreement or the

Offered Certificates or (iv) seeking to affect adversely the federal income tax

attributes of the Offered Certificates described in the Prospectus.



            (k) There has not been any material adverse change in the business,

operations, financial condition, properties or assets of the Company since the

date of its latest audited financial statements which would have a material

adverse effect on the ability of the Company to perform its obligations under

this Agreement or the Pooling and Servicing Agreement.



            (l) Any taxes, fees and other governmental charges in connection

with the execution, delivery and performance of this Agreement and the Pooling

and Servicing Agreement (other than income taxes, franchise taxes and recording

and filing fees) and the execution, delivery and sale of the Offered

Certificates have been or will be paid on or prior to the Closing Date.



            (m) Immediately prior to the assignment of the Mortgage Loans to the

Trustee, the Company will have good title to, and will be the sole owner of,

each Mortgage Loan free and clear of any pledge, mortgage, lien, security

interest or other encumbrance of any other person, except for any retained

servicing.



            (n) No authorization, approval or consent of or filing or

registration with, any court or governmental authority or agency is necessary in

connection with the offering, issuance or sale of the Offered Certificates

hereunder or the execution, delivery or performance by the Company of the

Pooling and servicing Agreement or this Agreement, except such as have been, or

as of the Closing Date will have been, obtained or completed, as applicable, or

such as may otherwise be required under applicable state securities laws in

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