EXHIBIT 4.1

--------------------------------------------------------------------------------

                  WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor


                                       and


                       WACHOVIA BANK, NATIONAL ASSOCIATION
        Master Servicer, and with respect to the 11 Madison Avenue Loan,
                                Special Servicer


                                       and


                              LENNAR PARTNERS, INC.
       Special Servicer, except with respect to the 11 Madison Avenue Loan


                                       and


                             WELLS FARGO BANK, N.A.
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of February 1, 2004


                          -----------------------------

                                 $1,290,099,569


                  Commercial Mortgage Pass-Through Certificates

                                 Series 2004-C10

--------------------------------------------------------------------------------
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms................................................

                                   ARTICLE II

                  CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
                AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans.................................
Section 2.02  Acceptance of the Trust Fund by Trustee......................
Section 2.03  Mortgage Loan Seller's Repurchase or Substitution of
               Mortgage Loans for Document Defects and Breaches of
               Representations and Warranties..............................
Section 2.04  Representations and Warranties of Depositor..................
Section 2.05  Conveyance of Mortgage Loans; Acceptance of REMIC I and
               Grantor Trust by Trustee....................................
Section 2.06  Issuance of REMIC I Regular Interests; Execution,
               Authentication and Delivery of Class R-I Certificates.......
Section 2.07  Conveyance of REMIC I Regular Interests; Acceptance of
               REMIC II by Trustee.........................................
Section 2.08  Execution, Authentication and Delivery of REMIC II
               Certificates................................................
Section 2.09  Execution, Authentication and Delivery of Class Z-I,
               Class Z-II and Class Z-III Certificates.....................

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Administration of the Mortgage Loans.........................
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts; Reserve Accounts........................
Section 3.04  Certificate Account, Interest Reserve Account,
               Gain-on-Sale Reserve Account, Additional Interest
               Account, Distribution Account, Class SL Distribution
               Account and Companion Distribution Account..................
Section 3.05  Permitted Withdrawals from the Certificate Account,
               Interest Reserve Account, Additional Interest Account,
               Distribution Account and Class SL Distribution Account......
Section 3.06  Investment of Funds in the Servicing Accounts, Reserve
               Accounts, Certificate Account, Interest Reserve Account,
               Distribution Account, Class SL Distribution Account,
               Additional Interest Account and REO Account.................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
               and Fidelity Coverage.......................................
Section 3.08  Enforcement of Alienation Clauses............................
Section 3.09  Realization Upon Defaulted Mortgage Loans; Required
               Appraisals..................................................
Section 3.10  Trustee and Custodian to Cooperate; Release of Mortgage
               Files.......................................................
Section 3.11  Servicing Compensation.......................................
Section 3.12  Property Inspections; Collection of Financial Statements;
               Delivery of Certain Reports.................................
Section 3.13  Annual Statement as to Compliance............................
Section 3.14  Reports by Independent Public Accountants....................
Section 3.15  Access to Certain Information................................
Section 3.16  Title to REO Property; REO Account...........................
Section 3.17  Management of REO Property...................................
Section 3.18  Resolution of Defaulted Mortgage Loans and REO Properties....
Section 3.19  Additional Obligations of Master Servicer and Special
               Servicer....................................................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Master Servicer and Special
               Servicer; Record Keeping....................................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations and Warranties of Master Servicer and
               Special Servicer............................................
Section 3.24  Sub-Servicing Agreement Representation and Warranty..........
Section 3.25  Designation of Controlling Class Representative..............
Section 3.26  Companion Paying Agent.......................................
Section 3.27  Companion Register...........................................

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Statements to Certificateholders; CMSA Loan Periodic
               Update File.................................................
Section 4.03  P&I Advances.................................................
Section 4.04  Allocation of Realized Losses and Additional Trust Fund
               Expenses; Allocation of Certificate Deferred Interest;
               Allocation of Appraisal Reduction Amounts...................
Section 4.05  Calculations.................................................
Section 4.06  Use of Agents................................................

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.............................................
Section 5.02  Registration of Transfer and Exchange of Certificates........
Section 5.03  Book-Entry Certificates......................................
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05  Persons Deemed Owners........................................

                                   ARTICLE VI

                 THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
                SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

Section 6.01  Liability of Depositor, Master Servicer and Special
               Servicer....................................................
Section 6.02  Merger, Consolidation or Conversion of Depositor or
               Master Servicer or Special Servicer.........................
Section 6.03  Limitation on Liability of Depositor, Master Servicer and
               Special Servicer............................................
Section 6.04  Resignation of Master Servicer and the Special Servicer......
Section 6.05  Rights of Depositor and Trustee in Respect of Master
               Servicer and the Special Servicer...........................
Section 6.06  Depositor, Master Servicer and Special Servicer to
               Cooperate with Trustee......................................
Section 6.07  Depositor, Special Servicer and Trustee to Cooperate with
               Master Servicer.............................................
Section 6.08  Depositor, Master Servicer and Trustee to Cooperate with
               Special Servicer............................................
Section 6.09  Designation of Special Servicer by the Controlling Class
               and Controlling Holders.....................................
Section 6.10  Master Servicer or Special Servicer as Owner of a
               Certificate.................................................
Section 6.11  The Controlling Class Representative.........................

                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default............................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders...........................
Section 7.04  Waiver of Events of Default..................................
Section 7.05  Additional Remedies of Trustee Upon Event of Default.........

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee............................................
Section 8.02  Certain Matters Affecting Trustee............................
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
               Certificates or Mortgage Loans..............................
Section 8.04  Trustee May Own Certificates.................................
Section 8.05  Fees and Expenses of Trustee; Indemnification of Trustee.....
Section 8.06  Eligibility Requirements for Trustee.........................
Section 8.07  Resignation and Removal of Trustee...........................
Section 8.08  Successor Trustee............................................
Section 8.09  Merger or Consolidation of Trustee...........................
Section 8.10  Appointment of Co-Trustee or Separate Trustee................
Section 8.11  Appointment of Custodians....................................
Section 8.12  Appointment of Authenticating Agents.........................
Section 8.13  Access to Certain Information................................
Section 8.14  Appointment of REMIC Administrators..........................
Section 8.15  Representations, Warranties and Covenants of Trustee.........
Section 8.16  Appointment of Paying Agent..................................
Section 8.17  Reports to the Securities and Exchange Commission;
               Available Information.......................................
Section 8.18  Maintenance of Mortgage File.................................

                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination Upon Repurchase or Liquidation of All
               Mortgage Loans..............................................
Section 9.02  Additional Termination Requirements..........................

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

Section 10.01 REMIC Administration.........................................
Section 10.02 Grantor Trust Administration.................................

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Grant of a Security Interest.................................
Section 11.08 Streit Act...................................................
Section 11.09 Successors and Assigns; Beneficiaries........................
Section 11.10 Article and Section Headings.................................
Section 11.11 Notices to Rating Agencies...................................
Section 11.12 Complete Agreement...........................................

EXHIBITS

Exhibit Description                Exhibit No.         Section Reference
---------------------           ----------------       -------------------------
Form of Class A-1                      A-1             Section 1.01 Definition
Certificate                                            of "Class A-1
                                                       Certificate"

Form of Class A-2                      A-2             Section 1.01 Definition
Certificate                                            of "Class A-2
                                                       Certificate"

Form of Class A-3                      A-3             Section 1.01 Definition
Certificate                                            of "Class A-3
                                                       Certificate"

Form of Class A-4                      A-4             Section 1.01 Definition
Certificate                                            of "Class A-4
                                                       Certificate"

Form of Class A-1A                     A-5             Section 1.01 Definition
Certificate                                            of "Class A-1A
                                                       Certificate"

Form of Class X-C                      A-6             Section 1.01 Definition
Certificate                                            of "Class X-C
                                                       Certificate"

Form of Class X-P                      A-7             Section 1.01 Definition
Certificate                                            of "Class X-P
                                                       Certificate"

Form of Class B Certificate            A-8             Section 1.01 Definition
                                                       of "Class B Certificate"

Form of Class C Certificate            A-9             Section 1.01 Definition
                                                       of "Class C Certificate"

Form of Class D Certificate            A-10            Section 1.01 Definition
                                                       of "Class D Certificate"

Form of Class E Certificate            A-11            Section 1.01 Definition
                                                       of "Class E Certificate"

Form of Class F Certificate            A-12            Section 1.01 Definition
                                                       of "Class F Certificate"

Form of Class G Certificate            A-13            Section 1.01 Definition
                                                       of "Class G Certificate"

Form of Class H Certificate            A-14            Section 1.01 Definition
                                                       of "Class H Certificate"

Form of Class J Certificate            A-15            Section 1.01 Definition
                                                       of "Class J Certificate"

Form of Class K Certificate            A-16            Section 1.01 Definition
                                                       of "Class K Certificate"

Form of Class L Certificate            A-17            Section 1.01 Definition
                                                       of "Class L Certificate"

Form of Class M Certificate            A-18            Section 1.01 Definition
                                                       of "Class M Certificate"

Form of Class N Certificate            A-19            Section 1.01 Definition
                                                       of "Class N Certificate"

Form of Class O Certificate            A-20            Section 1.01 Definition
                                                       of "Class O Certificate"

Form of Class P Certificate            A-21            Section 1.01 Definition
                                                       of "Class P Certificate"

Form of Class SL                       A-22            Section 1.01 Definition
Certificate                                            of "Class SL Certificate"

Form of Class R-I                      A-23            Section 1.01 Definition
Certificate                                            of "Class R-I
                                                       Certificate"

Form of Class R-II                     A-24            Section 1.01 Definition
Certificate                                            of "Class R-II
                                                       Certificate"

Form of Class Z-I                      A-25            Section 1.01 Definition
Certificate                                            of "Class Z-I
                                                       Certificate"

Form of Class Z-II                     A-26            Section 1.01 Definition
Certificate                                            of "Class Z-II
                                                       Certificate"

Form of Class Z-III                    A-27            Section 1.01 Definition
Certificate                                            of "Class Z-III
                                                       Certificate"

Mortgage Loan Schedule                  B              Section 1.01 Definition
                                                       of "Mortgage Loan
                                                       Schedule"

Schedule of Exceptions to              C-1             Section 2.02(a)
Mortgage File Delivery

Form of Custodial                      C-2             Section 2.02(a)
Certification

Form of Master Servicer                D-1             Section 1.01 Definition
Request for Release                                    of "Request for
                                                       Release"; Section
                                                       2.03(b); Section
                                                       3.10(a); and Section
                                                       3.10(b)

Form of Special Servicer               D-2             Section 1.01 Definition
Request for Release                                    of "Request for
                                                       Release"; Section 3.10(b)

Calculation of NOI/Debt                 E              Section 1.01 Definition
Service Coverage Ratios                                of "Net Operating Income"

Form of Updated Collection              F              Section 1.01 Definition
Report                                                 of "Updated Collection
                                                       Report"

Form of Transferor                     G-1             Section 5.02(b)
Certificate

Form of Transferee                     G-2             Section 5.02(b)
Certificate for QIBs

Form of Transferee                     G-3             Section 5.02(b)
Certificate for Non-QIBs

Form of Transferee                      H              Section 5.02(c)
Certificate

Form of Transfer Affidavit             I-1             Section 5.02(d)(i)(2)
and Agreement Pursuant to
Section 5.02(d)(i)(2)

Form of Transferor                     I-2             Section 5.02(d)(i)(4)
Certificate Pursuant to
Section 5.02(d)(i)(4)

Form of Notice and                     J-1             Section 6.09
Acknowledgment

Form of Acknowledgment of              J-2             Section 6.09
Proposed Special Servicer

Form of Interim Delinquent              K              Section 1.01 Definition
Loan Status Report                                     of "Interim Delinquent
                                                       Loan Status Report"

Form of Certificateholder              L-1             Section 3.15(a)
Confirmation Certificate
Request by Beneficial
Holder

Form of Prospective                    L-2             Section 3.15(a)
Purchaser Certificate

Initial Companion Holders               M              Section 3.27

Class X-P Reference Rate                N              Section 1.01 Definition
                                                       of "Class X-P Reference
                                                       Rate"

Form of Purchase Option                 O              Section 3.18(e)
Notice

Form of Defeasance                      P              Section 3.20(h)
Certificate

Form of Depositor                       Q              Section 8.17(b)
Certification

Form of Trustee                         R              Section 8.17(c)
Certification

Form of Master Servicer                S-1             Section 8.17(c)
Certification

Form of Special Servicer               S-2             Section 8.17(c)
Certification
<PAGE>

                         POOLING AND SERVICING AGREEMENT

            This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of February 1, 2004, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, and
with respect to the 11 Madison Avenue Loan, as Special Servicer, LENNAR
PARTNERS, INC., as Special Servicer except with respect to the 11 Madison Avenue
Loan, and WELLS FARGO BANK, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

            The Depositor intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes
(each, a "Class"), which in the aggregate will evidence the entire beneficial
ownership interest in a trust fund (the "Trust Fund") to be created hereunder,
the primary assets of which will be the Mortgage Loans.

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Mortgage Loans (exclusive of that
portion of the interest payments thereon that constitutes Additional Interest)
and certain other related assets subject to this Agreement as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I". The Class R-I Certificates will represent the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
under federal income tax law.

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II". The Class R-II Certificates will evidence the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. For federal income tax purposes, each Class of the
Regular Certificates (other than with respect to the right of the Class SL
Certificates to receive Additional Interest) will be designated as a separate
"regular interest" in REMIC II for purposes of the REMIC Provisions under
federal income tax law.

            The following table sets forth the Class or Component designation,
the original REMIC I Principal Balance for each corresponding REMIC I Regular
Interest (the "Corresponding REMIC I Regular Interest"), the Corresponding
Components of the Class X Certificates (the "Corresponding Components") and the
Original Class Principal Balance for each Class of Sequential Pay Certificates
(the "Corresponding Certificates").
<PAGE>

<TABLE>
<CAPTION>
                                                                                             Corresponding
                                              Corresponding                                  Components of
  Corresponding        Original Class        REMIC I Regular        Original REMIC I            Class X
  Certificates       Principal Balance        Interests (1)        Principal Balance        Certificates (1)
----------------    -------------------     -----------------     -------------------      ------------------
<S>                     <C>                    <C>                  <C>                         <C>
    Class A-1           $67,117,000               LA-1-1               $2,190,000                X-A-1-1

                                                  LA-1-2               $2,523,000                X-A-1-2

                                                  LA-1-3              $19,865,000                X-A-1-3

                                                  LA-1-4              $23,490,000                X-A-1-4

                                                  LA-1-5              $19,049,000                X-A-1-5

    Class A-2          $104,012,000               LA-2-1               $5,054,000                X-A-2-1

                                                  LA-2-2              $23,071,000                X-A-2-2

                                                  LA-2-3              $22,693,000                X-A-2-3

                                                  LA-2-4              $21,766,000                X-A-2-4

                                                  LA-2-5              $31,428,000                X-A-2-5

    Class A-3           $71,285,000               LA-3-1              $10,890,000                X-A-3-1

                                                  LA-3-2              $52,191,000                X-A-3-2

                                                  LA-3-3               $8,204,000                X-A-3-3

    Class A-4          $579,236,000               LA-4-1              $16,642,000                X-A-4-1

                                                  LA-4-2              $26,362,000                X-A-4-2

                                                  LA-4-3              $23,213,000                X-A-4-3

                                                  LA-4-4              $38,139,000                X-A-4-4

                                                  LA-4-5             $474,880,000                X-A-4-5

   Class A-1A          $252,357,000              LA-1A-1                 $597,000               X-A-1A-1

                                                 LA-1A-2                 $690,000               X-A-1A-2

                                                 LA-1A-3               $4,985,000               X-A-1A-3

                                                 LA-1A-4               $5,713,000               X-A-1A-4

                                                 LA-1A-5               $6,110,000               X-A-1A-5

                                                 LA-1A-6               $5,841,000               X-A-1A-6

                                                 LA-1A-7               $5,834,000               X-A-1A-7

                                                 LA-1A-8               $5,591,000               X-A-1A-8

                                                 LA-1A-9               $5,542,000               X-A-1A-9

                                                LA-1A-10              $36,060,000              X-A-1A-10

                                                LA-1A-11               $4,393,000              X-A-1A-11

                                                LA-1A-12               $4,196,000              X-A-1A-12

                                                LA-1A-13               $4,143,000              X-A-1A-13

                                                LA-1A-14              $66,231,000              X-A-1A-14

                                                LA-1A-15              $96,431,000              X-A-1A-15

      Class B           $38,703,000                   LB              $38,703,000                    X-B

      Class C           $16,127,000                   LC              $16,127,000                    X-C

      Class D           $32,252,000                 LD-1               $2,285,000                  X-D-1

                                                    LD-2              $29,967,000                  X-D-2

      Class E           $16,126,000                 LE-1               $1,490,000                  X-E-1

                                                    LE-2               $8,686,000                  X-E-2

                                                    LE-3               $5,950,000                  X-E-3

      Class F           $19,352,000                 LF-1               $2,257,000                  X-F-1

                                                    LF-2               $9,494,000                  X-F-2

                                                    LF-3               $7,601,000                  X-F-3

      Class G           $14,513,000                 LG-1               $6,109,000                  X-G-1

                                                    LG-2               $8,404,000                  X-G-2

      Class H           $17,739,000                 LH-1               $1,022,000                  X-H-1

                                                    LH-2              $11,622,000                  X-H-2

                                                    LH-3               $5,095,000                  X-H-3

      Class J           $12,901,000                 LJ-1               $1,871,000                  X-J-1

                                                    LJ-2              $11,030,000                  X-J-2

      Class K            $8,063,000                   LK               $8,063,000                    X-K

      Class L            $6,451,000                   LL               $6,451,000                    X-L

      Class M            $4,838,000                   LM               $4,838,000                    X-M

      Class N            $4,838,000                   LN               $4,838,000                    X-N

      Class O            $4,838,000                   LO               $4,838,000                    X-O

      Class P           $19,351,569                   LP              $19,351,569                    X-P

     Class SL           $24,000,000                  LSL              $24,000,000                    N/A
</TABLE>

------------
(1)   The REMIC I Regular Interest and the Components of the Class X
      Certificates that correspond to any particular Class of Sequential Pay
      Certificates also correspond to each other and, accordingly, constitute
      the "Corresponding REMIC I Regular Interest" and the "Corresponding
      Components", respectively, with respect to each other.

            The portion of the Trust Fund consisting of: (i) the Additional
Interest and the Additional Interest Account and (ii) amounts held from time to
time in the Additional Interest Account that represent Additional Interest shall
be treated as a grantor trust (the "Grantor Trust") for federal income tax
purposes. As provided herein, the Trustee shall take all actions necessary to
ensure that the portion of the Trust Fund consisting of the Grantor Trust Assets
maintains its status as a "grantor trust" under federal income tax law and not
be treated as part of REMIC I or REMIC II. The Class Z-I, Class Z-II and Class
Z-III Certificates and Class SL Certificates (solely with respect to the right
thereof to receive Additional Interest on the Starrett-Lehigh Building
Subordinate Loan) represent undivided beneficial interests in the portion of the
Grantor Trust representing Additional Interest and the Additional Interest
Account as described herein.

            Each of the nine (9) mortgage loans referred to in this Agreement as
the 11 Madison Avenue Companion Loans, the Starrett-Lehigh Building Pari Passu
Loan, the Starrett-Lehigh Building Subordinate Loan and the Cedarbrook
Apartments Companion Loan (each a "Companion Loan" and, collectively the
"Companion Loans") are not part of the Trust Fund (other than the
Starrett-Lehigh Building Subordinate Loan, which is a part of the Trust Fund)
but are secured by corresponding Mortgages that secure certain related Mortgage
Loans that are identified on the Mortgage Loan Schedule as the 11 Madison Avenue
Loan (loan number 1), the Starrett-Lehigh Building Loan (loan number 3) and the
Cedarbrook Apartments Loan (loan number 30), (each, a "Co-Lender Loan" and,
collectively, the "Co-Lender Loans") that are part of the Trust Fund. The 11
Madison Avenue Whole Loan consists of the 11 Madison Avenue Loan, the 11 Madison
Avenue Pari Passu Loans and the 11 Madison Avenue Subordinate Loans. The 11
Madison Avenue Loan and the 11 Madison Avenue Pari Passu Loans are pari passu
with each other and the 11 Madison Avenue Subordinate Loans are subordinate to
such loans. The Starrett-Lehigh Building Whole Loan consists of the
Starrett-Lehigh Building Loan, the Starrett-Lehigh Building Pari Passu Loan and
the Starrett-Lehigh Building Subordinate Loan. The Starrett-Lehigh Building Loan
and the Starrett-Lehigh Building Pari Passu Loan are pari passu with each other
and the Starrett-Lehigh Building Subordinate Loan is subordinated to such loans.
The Starrett-Lehigh Building Loan and the Starrett-Lehigh Building Subordinate
Loan, are part of the Trust Fund. As and to the extent provided herein, the
Companion Loans will be serviced and administered in accordance with this
Agreement. Amounts attributable to the Companion Loans (other than the
Starrett-Lehigh Building Subordinate Loan) will not be assets of the Trust Fund,
and will be owned by the Companion Holders.

            In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the Trustee agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01 Defined Terms.

            Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article.

            "11 Madison Avenue Companion Holders": The holders of the 11 Madison
Avenue Companion Loans.

            "11 Madison Avenue Companion Loans": The 11 Madison Avenue Pari
Passu Loans and the 11 Madison Avenue Subordinate Loans.

            "11 Madison Avenue Control Appraisal Period": "Control Appraisal
Period" as such term is defined in the 11 Madison Avenue Intercreditor
Agreement.

            "11 Madison Avenue Controlling Holder": The holder of a "Controlling
Interest" as such term is defined under the 11 Madison Avenue Intercreditor
Agreement.

            "11 Madison Avenue Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of January 28, 2004 by and among Wachovia Bank,
National Association, as Note A-1 Lender, Wachovia Bank, National Association,
as Note A-2 Lender, Wachovia Bank, National Association, as Note A-3 Lender,
Wachovia Bank, National Association, as Note A-4 Lender, Wachovia Bank, National
Association, as Initial B Lender, MONY Life Insurance Company, as Initial C
Lender and SL Green 11 Madison Funding LLC, as Initial D Lender.

            "11 Madison Avenue Loan": That certain Mortgage Loan identified on
the Mortgage Loan Schedule as loan number 1.

            "11 Madison Avenue Pari Passu Loans": Those certain loans each
evidenced by a note, each of which is not an asset of the Trust Fund, secured by
the Mortgaged Property securing the 11 Madison Avenue Loan and pari passu with
the 11 Madison Avenue Loan.

            "11 Madison Avenue Senior Loans": Collectively, the 11 Madison
Avenue Loan and the 11 Madison Avenue Pari Passu Loans.

            "11 Madison Avenue Subordinate Loans": Those certain subordinate
loans each evidenced by a separate note and governed by the 11 Madison Avenue
Intercreditor Agreement, each of which is not an asset of the Trust Fund,
relating to the Mortgaged Property securing the 11 Madison Avenue Loan.

            "11 Madison Avenue Whole Loan": The 11 Madison Avenue Loan, together
with the 11 Madison Avenue Companion Loans.

            "30/360 Basis": The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

            "AB Companion Loans": Each of the 11 Madison Avenue Subordinate
Loans, the Starrett-Lehigh Building Subordinate Loan and the Cedarbrook
Apartments Companion Loan.

            "AB Mortgage Loan": Each of the 11 Madison Avenue Loan, the
Starrett-Lehigh Building Loan and the Cedarbrook Apartments Loan.

            "Accrued Certificate Interest": With respect to any Class of Regular
Certificates (other than the Class X Certificates) for any Distribution Date,
one month's interest at the Pass-Through Rate applicable to such Class of
Certificates for such Distribution Date, accrued for the related Interest
Accrual Period on the related Class Principal Balance outstanding immediately
prior to such Distribution Date; and, with respect to the Class X-C and Class
X-P Certificates for any Distribution Date, the sum of the Accrued Component
Interest for the related Interest Accrual Period for all of their respective
Components for such Distribution Date. Accrued Certificate Interest shall be
calculated on a 30/360 Basis and, with respect to any Class of Regular
Certificates for any Distribution Date, shall be deemed to accrue during the
calendar month preceding the month in which such Distribution Date occurs.

            "Accrued Component Interest": With respect to each Component of the
Class X-C and Class X-P Certificates for any Distribution Date, one month's
interest at the Class X-C Strip Rate or Class X-P Strip Rate applicable to such
Component for such Distribution Date, accrued on the Component Notional Amount
of such Component outstanding immediately prior to such Distribution Date.
Accrued Component Interest shall be calculated on a 30/360 Basis and, with
respect to any Component and any Distribution Date, shall be deemed to accrue
during the calendar month preceding the month in which such Distribution Date
occurs.

            "Acquisition Date": With respect to any REO Property, the first day
on which such REO Property is considered to be acquired by the Trust Fund within
the meaning of Treasury Regulations Section 1.856-6(b)(1), which is the first
day on which the Trust Fund is treated as the owner of such REO Property for
federal income tax purposes.

            "Actual/360 Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month in a year assumed
to consist of 360 days.

            "Actual/360 Mortgage Loan": Each Mortgage Loan that accrues interest
on an Actual/360 Basis and that is identified as an Actual/360 Mortgage Loan on
the Mortgage Loan Schedule.

            "Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal balance of
such ARD Loan at the Additional Interest Rate (the payment of which interest
shall, under the terms of such Mortgage Loan, be deferred until the entire
outstanding principal balance of such ARD Loan has been paid), together with all
interest, if any, accrued at the related Mortgage Rate on such deferred
interest. For purposes of this Agreement, Additional Interest on an ARD Loan or
any successor REO Loan shall be deemed not to constitute principal or any
portion thereof and shall not be added to the unpaid principal balance or Stated
Principal Balance of such ARD Loan or successor REO Loan, notwithstanding that
the terms of the related Mortgage Loan documents so permit. To the extent that
any Additional Interest is not paid on a current basis, it shall be deemed to be
deferred interest.

            "Additional Interest Account": The segregated account, accounts or
subaccounts created and maintained by the Trustee pursuant to Section 3.04(d)
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2004-C10, Additional Interest
Account." The Additional Interest Account shall not be an asset of either REMIC
I or REMIC II.

            "Additional Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the per annum rate at
which such Mortgage Loan accrues interest after the Anticipated Repayment Date
(in the absence of defaults) as calculated and as set forth in the related
Mortgage Loan documents.

            "Additional Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and 4.03(d),
interest payable to the Master Servicer and the Trustee on Advances (to the
extent not offset by Penalty Interest and late payment charges) and amounts
payable to the Special Servicer in connection with inspections of Mortgaged
Properties required pursuant to the first sentence of Section 3.12(a) (and not
otherwise paid from Penalty Interest and late payment charges), as well as
(without duplication) any of the expenses of the Trust Fund that may be
withdrawn (x) pursuant to any of clauses (viii), (ix), (xii), (xiii), (xiv) and
(xx) of Section 3.05(a) out of general collections on the Mortgage Loans and any
REO Properties on deposit in the Certificate Account or (y) pursuant to clause
(ii) or any of clauses (iv) through (vi) of Section 3.05(b) out of general
collections on the Mortgage Loans and any REO Properties on deposit in the
Distribution Account or the Class SL Distribution Account; provided that for
purposes of the allocations contemplated by Section 4.04, no such expense shall
be deemed to have been incurred by the Trust Fund until such time as the payment
thereof is actually made from the Certificate Account, Distribution Account or
Class SL Distribution Account, as the case may be.

            "Additional Yield Amount": (i) With respect to any Distribution Date
and any Class of Regular Certificates (other than the Class SL and Class X
Certificates and any Excluded Class) entitled to distributions of principal with
respect to Loan Group 1 pursuant to Section 4.01(a) on such Distribution Date;
provided that a Yield Maintenance Charge and/or Prepayment Premium was actually
collected on a Mortgage Loan or an REO Loan in such Loan Group during the
related Collection Period, the product of (a) such Yield Maintenance Charge
and/or Prepayment Premium multiplied by (b) a fraction, which in no event will
be greater than one, the numerator of which is equal to the positive excess, if
any, of (i) the Pass-Through Rate for such Class of Regular Certificates then
receiving principal over (ii) the related Discount Rate, and the denominator of
which is equal to the positive excess, if any, of (i) the Mortgage Rate for such
Mortgage Loan or REO Loan, as the case may be, over (ii) the related Discount
Rate, multiplied by (c) a fraction, the numerator of which is equal to the
amount of principal distributable on such Class of Regular Certificates on such
Distribution Date pursuant to Section 4.01(a) with respect to Loan Group 1, and
the denominator of which is equal to the Loan Group 1 Principal Distribution
Amount for such Distribution Date.

            (ii) With respect to any Distribution Date and any Class of Regular
Certificates (other than the Class SL and Class X Certificates and any Excluded
Class) entitled to distributions of principal with respect to Loan Group 2
pursuant to Section 4.01(a) on such Distribution Date; provided that a Yield
Maintenance Charge and/or Prepayment Premium was actually collected on a
Mortgage Loan or an REO Loan in such Loan Group during the related Collection
Period, the product of (a) such Yield Maintenance Charge and/or Prepayment
Premium multiplied by (b) a fraction, which in no event will be greater than
one, the numerator of which is equal to the positive excess, if any, of (i) the
Pass-Through Rate for such Class of Regular Certificates then receiving
principal over (ii) the related Discount Rate, and the denominator of which is
equal to the positive excess, if any, of (i) the Mortgage Rate for such Mortgage
Loan or REO Loan, as the case may be, over (ii) the related Discount Rate,
multiplied by (c) a fraction, the numerator of which is equal to the amount of
principal distributable on such Class of Regular Certificates on such
Distribution Date pursuant to Section 4.01(a) with respect to Loan Group 2, and
the denominator of which is equal to the Loan Group 2 Principal Distribution
Amount for such Distribution Date.

            (iii) For purposes of the foregoing, to the extent that payments of
principal on any Class of Regular Certificates (other than the Class SL
Certificates) could be made from principal amounts allocable to Loan Group 1 or
principal amounts allocable to Loan Group 2, the Trustee shall assume that those
payments of principal on that Class of Regular Certificates are made from
amounts allocable to each Loan Group, on a pro rata basis in accordance with the
respective amounts allocable to each Loan Group that were available for payment
on that Class.

            "Advance": Any P&I Advance or Servicing Advance.

            "Adverse REMIC Event": As defined in Section 10.01(h).

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.

            "Anticipated Repayment Date": For each ARD Loan, the date specified
in the related Mortgage Note after which the Mortgage Rate for such ARD Loan
will increase as specified in the related Mortgage Note (other than as a result
of a default thereunder).

            "Appraisal": With respect to any Mortgage Loan, an appraisal of the
related Mortgaged Property from an Independent Appraiser selected by the Special
Servicer or the Master Servicer, prepared in accordance with 12 CFR ss.225.62
and conducted in accordance with the standards of the American Appraisal
Institute by an Independent Appraiser, which Independent Appraiser shall be
advised to take into account the factors specified in Section 3.09(a), any
available environmental, engineering or other third-party reports, and other
factors that a prudent real estate appraiser would consider.

            "Appraisal Reduction Amount": The excess, if any, of (a) the sum of,
as calculated by the Master Servicer as of the first Determination Date
immediately succeeding the Master Servicer obtaining knowledge of the occurrence
of the Required Appraisal Date if no new Required Appraisal is required or the
date on which a Required Appraisal (or letter update or internal valuation, if
applicable) is obtained and each Determination Date thereafter so long as the
related Mortgage Loan (or Pari Passu Companion Loan) remains a Required
Appraisal Mortgage Loan (without duplication) (i) the Stated Principal Balance
of the subject Required Appraisal Mortgage Loan, (ii) to the extent not
previously advanced by or on behalf of the Master Servicer, the Trustee or the
master servicer or the trustee under any pooling and servicing agreement
pursuant to which certificates or other securities backed by any of the Pari
Passu Companion Loans are issued, all unpaid interest on the Required Appraisal
Mortgage Loan (or the Pari Passu Companion Loan) through the most recent Due
Date prior to such Determination Date at a per annum rate equal to the related
Net Mortgage Rate (exclusive of any portion thereof that constitutes Additional
Interest), (iii) all accrued but unpaid Servicing Fees and all accrued but
unpaid Additional Trust Fund Expenses in respect of such Required Appraisal
Mortgage Loan plus, with respect to any Pari Passu Companion Loan, similar fees
and expenses payable under any pooling and servicing agreement pursuant to which
certificates or other securities backed by any of the Pari Passu Companion Loans
are issued, (iv) all related unreimbursed Advances (plus accrued interest
thereon) made by or on behalf of the Master Servicer or the Trustee with respect
to such Required Appraisal Mortgage Loan and (v) all (or, with respect to the
Pari Passu Mortgage Loans or the Pari Passu Companion Loans, its pro rata
portion) currently due and unpaid real estate taxes and unfunded improvement
reserves and assessments, insurance premiums, and, if applicable, ground rents
in respect of the related Mortgaged Property over (b) an amount equal to the sum
of (i) the Required Appraisal Value (or, with respect to the Pari Passu Mortgage
Loans or the Pari Passu Companion Loans, its pro rata portion of the Required
Appraisal Value) and (ii) all escrows, reserves and letters of credit held for
the purposes of reserves (provided such letters of credit may be drawn upon for
reserve purposes under the related Mortgage Loan document) held with respect to
such Required Appraisal Mortgage Loan. If the Special Servicer fails to obtain a
Required Appraisal (or letter update or internal valuation, if applicable)
within the time limit described in Section 3.09(a), the Appraisal Reduction
Amount for the related Required Appraisal Mortgage Loan will equal 25% of the
outstanding principal balance of such Required Appraisal Mortgage Loan to be
adjusted upon receipt of a Required Appraisal or letter update or internal
valuation, if applicable.

            Any Appraisal Reduction Amount for the Starrett-Lehigh Building
Whole Loan shall be allocated as provided in the Starrett-Lehigh Building
Intercreditor Agreement.

            "Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most recent Appraisal (or letter update
or internal valuation, if applicable) that is contained in the related Servicing
File.

            "ARD Loan": Any Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan will accrue Additional Interest at the rate specified in the
related Mortgage Note and the Mortgagor is required to apply excess monthly cash
flow generated by the related Mortgaged Property to the repayment of the
outstanding principal balance on such Mortgage Loan.

            "Artesia": Artesia Mortgage Capital Corporation or its successor in
interest.

            "Artesia Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of February 1, 2004, between the Depositor and
Artesia and relating to the transfer of the Artesia Mortgage Loans to the
Depositor.

            "Artesia Mortgage Loans": Each of the Mortgage Loans transferred and
assigned to the Depositor pursuant to the Artesia Mortgage Loan Purchase
Agreement.

            "Asset Status Report": As defined in Section 3.21(d).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the Mortgagor in connection with the origination of the related
Mortgage Loan.

            "Assumed Scheduled Payment": With respect to any Balloon Mortgage
Loan for its Stated Maturity Date (provided that such Mortgage Loan has not been
paid in full and no other Liquidation Event has occurred in respect thereof on
or before such Stated Maturity Date) and for any Due Date thereafter as of which
such Mortgage Loan remains outstanding and part of the Trust Fund, the Periodic
Payment of principal and/or interest deemed to be due in respect thereof on such
Due Date that would have been due in respect of such Mortgage Loan on such Due
Date if the related Mortgagor had been required to continue to pay principal in
accordance with the amortization schedule, if any, and to accrue interest at the
Mortgage Rate, in effect on the Closing Date and without regard to the
occurrence of its Stated Maturity Date. With respect to any REO Loan, for any
Due Date therefor as of which the related REO Property remains part of the Trust
Fund, the Periodic Payment of principal and/or interest deemed to be due in
respect thereof on such Due Date that would have been due in respect of the
predecessor Mortgage Loan (or, if applicable, Companion Loans) on such Due Date
had it remained outstanding (or, if the predecessor Mortgage Loan was a Balloon
Mortgage Loan and such Due Date coincides with or follows what had been its
Stated Maturity Date, the Assumed Scheduled Payment that would have been deemed
due in respect of the predecessor Mortgage Loan on such Due Date had it remained
outstanding).

            "Authenticating Agent": Any authenticating agent appointed pursuant
to Section 8.12 (or, in the absence of any such appointment, the Trustee).

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum of, without duplication, (i) the aggregate
of the amounts on deposit in the Certificate Account and the Distribution
Account as of the close of business at the end of the related Collection Period
(or, in the event that the Collection Period is deemed to end on the P&I Advance
Date, amounts on deposit as of 3:00 p.m. New York City time) and the amounts
collected by or on behalf of the Master Servicer as of the close of business on
the last day of such Collection Period (or, in the event that the Collection
Period is deemed to end on the P&I Advance Date, amounts collected by or on
behalf of the Master Servicer as of 3:00 p.m. New York City time) and required
to be deposited in the Certificate Account, (ii) the aggregate amount of any P&I
Advances made by the Master Servicer or the Trustee for distribution on the
Certificates on such Distribution Date pursuant to Section 4.03, (iii) the
aggregate amount transferred from the REO Account (if established) to the
Certificate Account as of the last day of the related Collection Period, on or
prior to the P&I Advance Date in such month, pursuant to Section 3.16(c), (iv)
the aggregate amount deposited by the Master Servicer in the Certificate Account
for such Distribution Date pursuant to Section 3.19 in connection with
Prepayment Interest Shortfalls, and (v) for each Distribution Date occurring in
March, and for the final Distribution Date if the final Distribution Date occurs
in February or, if such year is not a leap year, in January, the aggregate of
the Interest Reserve Amounts in respect of each Interest Reserve Loan deposited
into the Distribution Account pursuant to Section 3.05(e), net of (b) the
portion of the amount described in subclauses (a)(i) and (a)(iii) of this
definition that represents one or more of the following: (i) collected Periodic
Payments that are due on a Due Date following the end of the related Collection
Period, (ii) any amounts payable or reimbursable to any Person from the (A)
Certificate Account pursuant to clauses (ii)-(xv), (xix), (xx) and (xxii) of
Section 3.05(a) or (B) the Distribution Account pursuant to clauses (ii) - (vi)
of Section 3.05(b), (iii) Prepayment Premiums and Yield Maintenance Charges,
(iv) Additional Interest, (v) with respect to the Distribution Date occurring in
February of each year and in January of each year that is not a leap year, the
Interest Reserve Amounts with respect to the Interest Reserve Loans to be
withdrawn from the Certificate Account and deposited in the Interest Reserve
Account in respect of such Distribution Date and held for future distribution
pursuant to Section 3.04(c), and (vi) any amounts deposited in the Certificate
Account or the Distribution Account in error. The Available Distribution Amount
will not include any amounts required to be distributed pursuant to the terms of
any Intercreditor Agreement or this Agreement to the Holder of a Companion Loan
or any Advances in respect of the Starrett-Lehigh Building Subordinate Loan.

            "Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Stated Maturity Date.

            "Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the Scheduled Payment payable on the Stated Maturity
Date of such Mortgage Loan.

            "Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).

            "Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the amount
of such proceeds (net of any expenses incurred in connection with such bid and
the transfer of servicing), multiplied by a fraction equal to (a) the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the case may be, as
of such date of determination, over (b) the aggregate of the Servicer Fee Amount
for the Master Servicer and all of the Sub-Servicers as of such date of
determination.

            "Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.

            "Borrower Reserve Agreement": With respect to any Mortgage Loan, the
related borrower reserve agreement, replacement reserve agreement or similar
agreement executed by the Mortgagor and setting forth the terms and amounts
required to be reserved or escrowed for the related Mortgaged Property, in each
case pledged as additional collateral under the related Mortgage.

            "Breach": As defined in Section 2.03(a).

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Minneapolis, Minnesota, or the
cities in which the Corporate Trust Office of the Trustee (which as of the
Closing Date is Columbia, Maryland) or the offices of the Master Servicer (which
as of the Closing Date is Charlotte, North Carolina) are located, are authorized
or obligated by law or executive order to remain closed.

            "Cedarbrook Apartments Companion Holder": The holder of the
Cedarbrook Apartments Companion Loan.

            "Cedarbrook Apartments Companion Loan": That certain loan evidenced
by a note, which is not an asset of the Trust Fund, secured by the Mortgaged
Property securing the Cedarbrook Apartments Loan.

            "Cedarbrook Apartments Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of December 16, 2003, by and between
Wachovia Bank, National Association, as A Note Holder, and CBA-Mezzanine Capital
Finance, LLC, as B Note Holder, in connection with the Cedarbrook Apartments
Loan Pair.

            "Cedarbrook Apartments Loan": That certain Mortgage Loan identified
on the Mortgage Loan Schedule as loan number 30.

            "Cedarbrook Apartments Loan Pair": The Cedarbrook Apartments Loan,
together with the Cedarbrook Apartments Companion Loan.

            "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

            "Certificate": Any one of the Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C10, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

            "Certificate Account": The segregated account or accounts created
and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of
the Trustee in trust for Certificateholders, which shall be entitled "Wachovia
Bank, National Association, as Master Servicer for Wells Fargo Bank, N.A., as
Trustee, on behalf of and in trust for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2004-C10." Subject to the related Intercreditor Agreement and taking into
account that (i) each AB Companion Loan is subordinate to its related AB
Mortgage Loan to the extent set forth in the related Intercreditor Agreement and
(ii) the 11 Madison Avenue Pari Passu Loans are pari passu with the 11 Madison
Avenue Loan, and the Starrett-Lehigh Building Pari Passu Loan is pari passu with
the Starrett-Lehigh Building Loan, each subaccount described in the next to last
paragraph of Section 3.04(a) that is part of the Certificate Account shall be
for the benefit of the related Companion Holder, to the extent funds on deposit
in such subaccount are attributed to the related Companion Loan.

            "Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay Certificates or to the Class SL
Certificates is reduced by the amount of Mortgage Deferred Interest allocable to
such Class on any Distribution Date.

            "Certificate Factor": With respect to any Class of Regular
Certificates as of any date of determination, a fraction, expressed as a decimal
carried to eight places, the numerator of which is the then-current Class
Principal Balance, Class X-C Notional Amount or Class X-P Notional Amount, as
applicable, of such Class of Regular Certificates and the denominator of which
is the Original Class Principal Balance or Original Notional Amount of such
Class of Regular Certificates.

            "Certificate Notional Amount": With respect to any Class X-C
Certificate or Class X-P Certificate, as of any date of determination, the then
notional amount of such Certificate equal to the product of (a) the Percentage
Interest evidenced by such Certificate, multiplied by (b) the then Class X-C
Notional Amount or Class X-P Notional Amount, as applicable.

            "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

            "Certificate Principal Balance": With respect to any Sequential Pay
Certificate or any Class SL Certificate, as of any date of determination, the
then outstanding principal amount of such Certificate equal to the product of
(a) the Percentage Interest evidenced by such Certificate, multiplied by (b) the
then Class Principal Balance of the Class of Certificates to which such
Certificate belongs.

            "Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

            "Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) only a Permitted
Transferee shall be the Holder of a Residual Certificate for any purpose hereof
and, (ii) solely for the purposes of giving any consent, approval or waiver
pursuant to this Agreement that relates to any of the Depositor, any Mortgage
Loan Seller, the Master Servicer, the Special Servicer or the Trustee in its
respective capacity as such (except with respect to amendments or waivers
referred to in Sections 7.04 and 11.01 hereof and any consent, approval or
waiver required or permitted to be made by the Majority Subordinate
Certificateholder or the Controlling Class Representative (or, with respect to
the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative) and any election, removal or replacement of the Special Servicer
or the Controlling Class Representative (or, with respect to the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative) pursuant to
Section 6.09), any Certificate registered in the name of the Depositor, any
Mortgage Loan Seller, the Master Servicer, the Special Servicer or the Trustee,
as the case may be, or any Certificate registered in the name of any of their
respective Affiliates, shall be deemed not to be outstanding, and the Voting
Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such
consent, approval or waiver that relates to it has been obtained. The
Certificate Registrar shall be entitled to request and rely upon a certificate
of the Depositor, the Master Servicer or the Special Servicer in determining
whether a Certificate is registered in the name of an Affiliate of such Person.
All references herein to "Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Holder" or "Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.

            "Citigroup": Citigroup Global Markets Realty Corp. or its successor
in interest.

            "Citigroup Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of February 1, 2004, between the Depositor and
Citigroup and relating to the transfer of the Citigroup Mortgage Loans to the
Depositor.

            "Citigroup Mortgage Loans": Each of the Mortgage Loans transferred
and assigned to the Depositor pursuant to the Citigroup Mortgage Loan Purchase
Agreement.

            "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.

            "Class A Certificates": The Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-1A Certificates.

            "Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A-2 Certificate": Any one of the Certificates with a "Class
A-2" designation on the face thereof, substantially in the form of Exhibit A-2
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class A-4 Certificate": Any one of the Certificates with a "Class
A-4" designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-9
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-10
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-11
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-12
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-13
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-14
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-15
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-16
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-17
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-18
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-19
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class O Certificate": Any one of the Certificates with a "Class O"
designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-21
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class Principal Balance": The aggregate principal balance of any
Class of Sequential Pay Certificates or the Class SL Certificates outstanding
from time to time. As of the Closing Date, the Class Principal Balance of each
Class of Sequential Pay Certificates or the Class SL Certificates shall equal
the Original Class Principal Balance thereof. On each Distribution Date, the
Class Principal Balance of each such Class of Certificates shall be reduced by
the amount of any distributions of principal made thereon on such Distribution
Date pursuant to Section 4.01 or 9.01, as applicable, and shall be further
reduced by the amount of any Realized Losses and Additional Trust Fund Expenses
allocated thereto on such Distribution Date pursuant to Section 4.04(a). The
Class Principal Balance of any Class of Sequential Pay Certificates or the Class
SL Certificates will be increased on any Distribution Date by the amount of any
Certificate Deferred Interest allocated to such Class on such Distribution Date.
Distributions in respect of a reimbursement of Realized Losses and Additional
Trust Fund Expenses previously allocated to a Class of Sequential Pay
Certificates or the Class SL Certificates shall not constitute distributions of
principal and shall not result in reduction of the related Class Principal
Balance.

            "Class R-I Certificate": Any one of the Certificates with a "Class
R-I" designation on the face thereof, substantially in the form of Exhibit A-23
attached hereto, and evidencing the sole class of "residual interests" in REMIC
I for purposes of the REMIC Provisions.

            "Class R-II Certificate": Any one of the Certificates with a "Class
R-II" designation on the face thereof, substantially in the form of Exhibit A-24
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

            "Class SL Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of, without duplication, (i)
the aggregate of the amounts collected in respect of the Starrett-Lehigh
Building Subordinate Loan on deposit in the Certificate Account and the Class SL
Distribution Account as of the close of business at the end of the related
Collection Period (or, in the event that the Collection Period is deemed to end
on the P&I Advance Date, amounts on deposit as of 3:00 p.m. New York City time)
and the amounts collected in respect of the Starrett-Lehigh Building Subordinate
Loan by or on behalf of the Master Servicer as of the close of business on the
last day of such Collection Period (or, in the event that the Collection Period
is deemed to end on the P&I Advance Date, amounts collected in respect of the
Starrett-Lehigh Building Subordinate Loan by or on behalf of the Master Servicer
as of 3:00 p.m. New York City time) and required to be deposited in the
Certificate Account, (ii) the aggregate amount of any P&I Advances in respect of
the Starrett-Lehigh Building Subordinate Loan made by the Master Servicer or the
Trustee for distribution on the Class SL Certificates on such Distribution Date
pursuant to Section 4.03, (iii) the aggregate amount transferred from the REO
Account (if established) to the Certificate Account in respect of the
Starrett-Lehigh Building Subordinate Loan as of the last day of the related
Collection Period, on or prior to the P&I Advance Date in such month, pursuant
to Section 3.16(c) and (iv) the aggregate amount deposited by the Master
Servicer in the Certificate Account in respect of the Starrett-Lehigh Building
Subordinate Loan for such Distribution Date pursuant to Section 3.19 in
connection with Prepayment Interest Shortfalls, net of (b) the portion of the
amount described in subclauses (a)(i) and (a)(iii) of this definition that
represents one or more of the following: (i) collected Periodic Payments that
are due on a Due Date following the end of the related Collection Period, (ii)
any amounts payable or reimbursable to any Person from the (A) Certificate
Account pursuant to clauses (ii) through (xv) and (xx) of Section 3.05(a) or (B)
the Class SL Distribution Account pursuant to clauses (ii) through (vi) of
Section 3.05(c), (iii) Prepayment Premiums and Yield Maintenance Charges in
respect of the Starrett-Lehigh Building Subordinate Loan, (iv) Additional
Interest in respect of the Starrett-Lehigh Building Subordinate Loan and (v) any
amounts deposited in the Certificate Account or the Class SL Distribution
Account in error.

            "Class SL Certificate": Any one of the Certificates with a "Class
SL" designation on the face thereof, substantially in the form of Exhibit A-22
attached hereto, and evidencing (i) a "regular interest" in REMIC II for
purposes of the REMIC Provisions entitled to payment on the Starrett-Lehigh
Building Subordinate Loan other than Additional Interest and (ii) an undivided
beneficial interest in the Grantor Trust.

            "Class SL Controlling Holder": Prior to a Starrett-Lehigh Building
Control Appraisal Period, the holder of a majority (by Certificate Principal
Balance) of the Class SL Certificates and during the occurrence and continuance
of a Starrett-Lehigh Building Control Appraisal Period, the holders of the
Starrett-Lehigh Building Senior Loans, as provided in this Agreement and in the
Starrett-Lehigh Building Intercreditor Agreement.

            "Class SL Distributable Certificate Interest": The Accrued
Certificate Interest in respect of the Class SL Certificates for such
Distribution Date, reduced (to not less than zero) by (i) any allocations, if
any, of the Net Aggregate Prepayment Interest Shortfall with respect to the
Starrett-Lehigh Building Subordinate Loan for such Distribution Date, and (ii)
any Certificate Deferred Interest for such Distribution Date allocated to such
Class pursuant to Section 4.04(c).

            "Class SL Distribution Account": With respect to the Starrett-Lehigh
Building Whole Loan, the separate account or subaccount created and maintained
by the Paying Agent pursuant to Section 3.04(b) and held on behalf of the Class
SL Holders, which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in
trust for the registered holders of the Class SL Certificates relating to the
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C10."

            "Class SL Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of the following, without duplication, to the
extent paid by the Borrower under the Starrett-Lehigh Building Subordinate Loan
and payable to the holder of the Starrett-Lehigh Building Subordinate Loan
pursuant to the Starrett-Lehigh Building Intercreditor Agreement:

            (a) the aggregate of the principal portions of all Scheduled
Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or
deemed due in respect of the Starrett-Lehigh Building Subordinate Loan for its
Due Date occurring during the related Collection Period, to the extent not
previously received with respect to a Distribution Date prior to such Collection
Period;

            (b) the aggregate of all Principal Prepayments received on the
Starrett-Lehigh Building Subordinate Loan during the Collection Period;

            (c) if the Stated Maturity Date of the Starrett-Lehigh Building
Subordinate Loan occurred during or prior to the related Collection Period, any
payment of principal (other than a Principal Prepayment) made by or on behalf of
the Mortgagor during the related Collection Period (including any Balloon
Payment), net of any portion of such payment that represents a recovery of the
principal portion of any Scheduled Payment (other than a Balloon Payment) due,
or the principal portion of any Assumed Scheduled Payment deemed due, in respect
of the Starrett-Lehigh Building Subordinate Loan on a Due Date during or prior
to the related Collection Period and not previously recovered;

            (d) the aggregate of the principal portion of all Liquidation
Proceeds, Insurance Proceeds and, to the extent not otherwise included in clause
(a), (b) or (c) above, payments that were received on the Starrett-Lehigh
Building Subordinate Loan during the related Collection Period and that were
identified and applied by the Master Servicer and/or Special Servicer as
recoveries of principal of the Starrett-Lehigh Building Subordinate Loan, in
each case net of any portion of such amounts that represents a recovery of the
principal portion of any Scheduled Payment (other than a Balloon Payment) due,
or of the principal portion of any Assumed Scheduled Payment deemed due, in
respect of the Starrett-Lehigh Building Subordinate Loan on a Due Date during or
prior to the related Collection Period and not previously recovered;

            (e) with respect to any REO Property received in respect of the
Starrett-Lehigh Building Subordinate Loan, the aggregate of the principal
portions of all Assumed Scheduled Payments deemed due in respect of the
Starrett-Lehigh Building Subordinate Loan for its Due Date occurring during the
related Collection Period;

            (f) with respect to any REO Property received in respect of the
Starrett-Lehigh Building Subordinate Loan, the aggregate of all Liquidation
Proceeds, Insurance Proceeds and REO Revenues that were received during the
related Collection Period on such REO Property and that were identified and
applied by the Master Servicer and/or Special Servicer as recoveries of
principal of the Starrett-Lehigh Building Subordinate Loan, in each case net of
any portion of such amounts that represents a recovery of the principal portion
of any Scheduled Payment (other than a Balloon Payment) due, or of the principal
portion of any Assumed Scheduled Payment deemed due, in respect of the
Starrett-Lehigh Building Subordinate Loan on a Due Date during or prior to the
related Collection Period and not previously recovered;

            (g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Class SL Principal Distribution
Amount for the immediately preceding Distribution Date, over the aggregate
distributions of principal made on the Class SL Certificates on such immediately
preceding Distribution Date pursuant to Section 4.01;

            (h) any amounts that were used to reimburse Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) from principal collections
on the Starrett-Lehigh Building Subordinate Loan pursuant to Section 3.05(a)
hereof which are subsequently recovered on the Starrett-Lehigh Building
Subordinate Loan with respect to the Distribution Date related to the period in
which such recovery occurs; less

            (i) the amount of any reimbursements of Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) that are paid or reimbursed
from principal collections on the Starrett-Lehigh Building Subordinate Loan
pursuant to Section 3.05(a) hereof with respect to such Distribution Date where
such principal collections would have otherwise been included in the Class SL
Principal Distribution Amount for such Distribution Date.

            "Class X Certificates": The Class X-C and Class X-P Certificates.

            "Class X-C Certificate": Any one of the Certificates with a "Class
X-C" designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing the Components and a "regular interest" in REMIC
II for purposes of the REMIC Provisions.

            "Class X-C Notional Amount": With respect to the Class X-C
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

            "Class X-C Strip Rate": With respect to any Class of Components
(other than Components that are also Class X-P Components) for any Distribution
Date, a rate per annum equal to (i) the Weighted Average Net Mortgage Rate for
such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding
Certificates. In the case of any Class of Components that are also Class X-P
Components, (i) for any Distribution Date occurring on or before the related
Class X-P Component Crossover Date, (x) the Weighted Average Net Mortgage Rate
for such Distribution Date minus (y) the sum of the Pass-Through Rate for the
Corresponding Certificates for such Distribution Date and the Class X-P Strip
Rate for such Component for such Distribution Date, and (ii) for any
Distribution Date occurring after the related Class X-P Component Crossover
Date, a rate per annum equal to (x) the Weighted Average Net Mortgage Rate for
such Distribution Date, minus (y) the Pass-Through Rate for the Corresponding
Certificates (provided that in no event shall any Class X-C Strip Rate be less
than zero).

            "Class X-P Certificate": Any one of the Certificates with a "Class
X-P" designation on the face thereof, substantially in the form of Exhibit A-7
attached hereto, and evidencing the Class X-P Components and a "regular
interest" in REMIC II for purposes of the REMIC Provisions.

            "Class X-P Component Crossover Date": With respect to each Component
set forth in the table below, the Distribution Date occurring in the month and
year set forth in the table below:

               Component                                       Cross-Over Date
-------------------------------------------                   ------------------
Component X-A-1-2 and Component X-A-1A-2                          August 2004


Component X-A-1-3 and Component X-A-1A-3                        February 2005


Component X-A-1-4 and Component X-A-1A-4                          August 2005


Component X-A-1-5, and Component X-A-1A-5 and                    February 2006
  Component X-A-2-1


Component X-A-1A-6, Component X-A-2-2,                            August 2006
  Component X-J-1 and Component X-K


Component X-A-1A-7, Component X-A-2-3,                          February 2007
  Component X-H-1 and Component X-J-2


Component X-A-1A-8, Component X-A-2-4 and                         August 2007
  Component X-H-2


Component X-A-1A-9, Component X-A-2-5,                          February 2008
  Component X-A-3-1, Component X-G-1 and
  Component X-H-3


Component X-A-1A-10, Component X-A-3-2,                           August 2008
  Component X-F-1 and Component X-G-2


Component X-A-1A-11, Component X-A-3-3,                         February 2009
  Component X-A-4-1 and Component X-F-2


Component X-A-1A-12, Component X-A-4-2,                           August 2009
  Component X-E-1 and Component X-F-3


Component X-A-1A-13, Component X-A-4-3                          February 2010
  and Component X-E-2


Component X-A-1A-14, Component X-A-4-4,                           August 2010
  Component X-D-1 and Component X-E-3


Component X-A-1A-15, Component X-A-4-5,                         February 2011
  Component X-B, Component X-C and
  Component X-D-2

            "Class X-P Components": Each of Component X-A-1-2, Component
X-A-1-3, Component X-A-1-4, Component X-A-1-5, Component X-A-2-1, Component
X-A-2-2, Component X-A-2-3, Component X-A-2-4, Component X-A-2-5, Component
X-A-3-1, Component X-A-3-2, Component X-A-3-3, Component X-A-4-1, Component
X-A-4-2, Component X-A-4-3, Component X-A-4-4, Component X-A-4-5, Component
X-A-1A-2, Component X-A-1A-3, Component X-A-1A-4, Component X-A-1A-5, Component
X-A-1A-6, Component X-A-1A-7, Component X-A-1A-8, Component X-A-1A-9, Component
X-A-1A-10, Component X-A-1A-11, Component X-A-1A-12, Component X-A-1A-13,
Component X-A-1A-14, Component X-A-1A-15, Component X-B, Component X-C,
Component X-D-1, Component X-D-2, Component X-E-1, Component X-E-2, Component
X-E-3, Component X-F-1, Component X-F-2, Component X-F-3, Component X-G-1,
Component X-G-2, Component X-H-1, Component X-H-2, Component X-H-3, Component
X-J-1, Component X-J-2 and Component X-K.

            "Class X-P Notional Amount": As of any date of determination, the
sum of the then Component Notional Amounts of the Class X-P Components.

            "Class X-P Reference Rate": For any Distribution Date, the rate per
annum corresponding to such Distribution Date on Exhibit N.

            "Class X-P Strip Rate": With respect to each of the Class X-P
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Class X-P Component
Crossover Date, (x) the lesser of (I) the Weighted Average Net Mortgage Rate for
such Distribution Date and (II) the Class X-P Reference Rate for such
Distribution Date minus 0.03% per annum minus (y) the Pass-Through Rate for the
Corresponding Certificates (provided that in no event shall any Class X-P Strip
Rate be less than zero), and (ii) for any Distribution Date occurring after the
related Class X-P Component Crossover Date, 0% per annum.

            "Class Z-I Certificate": Any one of the Certificates with a "Class
Z-I" designation on the face thereof, substantially in the form of Exhibit A-25
attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

            "Class Z-II Certificate": Any one of the Certificates with a "Class
Z-II" designation on the face thereof, substantially in the form of Exhibit A-26
attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

            "Class Z-III Certificate": Any one of the Certificates with a "Class
Z-III" designation on the face thereof, substantially in the form of Exhibit
A-27 attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

            "Closing Date": February 26, 2004.

            "CMSA": The Commercial Mortgage Securities  Association  (formerly
the Commercial Real Estate  Secondary Market and  Securitization  Association)
or any successor organization.

            "CMSA Bond File": The monthly report substantially in the form of,
and containing the information called for in, the downloadable form of the "CMSA
Bond Level File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Comparative Financial Status Report": The report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally.

            "CMSA Delinquent Loan Status Report": The report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Delinquent Loan Status Report" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

            "CMSA Financial File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Historical Liquidation Report": The report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Historical Liquidation Report" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

            "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

            "CMSA Loan Level Reserve/LOC Report": The report substantially in
the form of, and containing the information called for in, the downloadable form
of the "CMSA Loan Level Reserve/LOC Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information as
may from time to time be approved by the CMSA for commercial mortgage securities
transactions generally.

            "CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Loan Periodic Update File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

            "CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally.

            "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions and in any event, shall present the
computations made in accordance with the methodology described in such form to
"normalize" the full year net operating income and debt service coverage numbers
used in the other reports required by this Agreement.

            "CMSA Operating Statement Analysis": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be approved
by the CMSA for commercial mortgage-backed securities transactions generally.

            "CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally.

            "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Servicer Watchlist": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watchlist/Portfolio Review Guidelines"
available as of the Closing Date on the CMSA Website, or in such other final
form for the presentation of such information and containing such additional
information as may from time to time be promulgated as approved by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Website": The website maintained by the CMSA with an address,
as of the Closing Date, of "www.cmbs.org."

            "Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of the Treasury
promulgated thereunder.

            "Co-Lender Loans": As defined in the Preliminary Statement.

            "Collection Period": With respect to any Distribution Date, the
period that begins on the twelfth day in the month immediately preceding the
month in which such Distribution Date occurs (or, in the case of the initial
Distribution Date, commencing on the day after the related Cut-Off Date) and
ending on and including the eleventh day in the month in which such Distribution
Date occurs (or, in the case of the initial Distribution Date, commencing the
day after the related Cut-Off Date) and ends on and includes the fifteenth day
in the month in which such Distribution Date occurs. Notwithstanding the
foregoing, in the event that the last day of a Collection Period is not a
Business Day, any Periodic Payments or Principal Prepayments with respect to the
Mortgage Loans relating to a Due Date occurring in such Collection Period (but
for the application of the next Business Day convention) received on the
Business Day immediately following such day will be deemed to have been received
during such Collection Period and not during any other Collection Period.

            "Commission": The Securities and Exchange Commission or any
successor agency.

            "Companion Distribution Account": With respect to the Companion
Loans, the separate account or subaccount created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the
Companion Holders, which shall be entitled "Wachovia Bank, National Association,
as Companion Paying Agent for the Companion Holders of the Companion Loans
relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2004-C10." The Companion Distribution Accounts
shall not be assets of the Trust Fund, but instead each Companion Distribution
Account shall be held by the Companion Paying Agent on behalf of the applicable
Companion Holder. Any such account shall be an Eligible Account or a subaccount
of an Eligible Account. Notwithstanding the foregoing, if the Master Servicer
and the Companion Paying Agent are the same entity, the Companion Distribution
Account may be the related subaccount or subaccounts of the Certificate Account
referenced in the second to the last paragraph of Section 3.04(a).

            "Companion Holder": With respect to any Companion Loan, the owner of
the Mortgage Note representing such Companion Loan. As of the Closing Date, the
Companion Holders of the Companion Loans are (i) Wachovia Bank, National
Association, with respect to the 11 Madison Avenue Pari Passu Loans, (ii)
Wachovia Bank, National Association with respect to the Note B related to the 11
Madison Avenue Loan, MONY Life Insurance Company with respect to the Note C
related to the 11 Madison Avenue Loan and SL Green 11 Madison Funding LLC with
respect to the Note D related to the 11 Madison Avenue Loan, (iii) Wachovia
Bank, National Association, with respect to the Starrett-Lehigh Building Pari
Passu Loan, and (iv) CBA-Mezzanine Capital Finance, LLC, with respect to the
Cedarbrook Apartments Companion Loan.

            "Companion Loan": As defined in the Preliminary Statement.

            "Companion Paying Agent": The paying agent appointed pursuant to
Section 3.26.

            "Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.27.

            "Component": Each of Component X-A-1-1, Component X-A-1-2, Component
X-A-1-3, Component X-A-1-4, Component X-A-1-5, Component X-A-2-1, Component
X-A-2-2, Component X-A-2-3, Component X-A-2-4, Component X-A-2-5, Component
X-A-3-1, Component X-A-3-2, Component X-A-3-3, Component X-A-4-1, Component
X-A-4-2, Component X-A-4-3, Component X-A-4-4, Component X-A-4-5, Component
X-A-1A-1, Component X-A-1A-2, Component X-A-1A-3, Component X-A-1A-4, Component
X-A-1A-5, Component X-A-1A-6, Component X-A-1A-7, Component X-A-1A-8, Component
X-A-1A-9, Component X-A-1A-10, Component X-A-1A-11, Component X-A-1A-12,
Component X-A-1A-13, Component X-A-1A-14, Component X-A-1A-15, Component X-B,
Component X-C, Component X-D-1, Component X-D-2, Component X-E-1, Component
X-E-2, Component X-E-3, Component X-F-1, Component X-F-2, Component X-F-3,
Component X-G-1, Component X-G-2, Component X-H-1, Component X-H-2, Component
X-H-3, Component X-J-1, Component X-J-2, Component X-K, Component X-L, Component
X-M, Component X-N, Component X-O and Component X-P.

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then REMIC I Principal Balance of
its Corresponding REMIC I Regular Interest.

            "Component X-A-1-1": One of 56 components of the Class X-C
Certificates having a Component Notional Amount equal to the then-current REMIC
I Principal Balance of REMIC I Regular Interest LA-1-1 as of any date of
determination.

            "Component X-A-1-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-2 as of any date of determination.

            "Component X-A-1-3": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-3 as of any date of determination.

            "Component X-A-1-4": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-4 as of any date of determination.

            "Component X-A-1-5": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-5 as of any date of determination.

            "Component X-A-1A-1": One of 56 components of the Class X-C
Certificates having a Component Notional Amount equal to the then-current REMIC
I Principal Balance of REMIC I Regular Interest LA-1A-1 as of any date of
determination.

            "Component X-A-1A-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-2 as of any date of determination.

            "Component X-A-1A-3": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-3 as of any date of determination.

            "Component X-A-1A-4": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-4 as of any date of determination.

            "Component X-A-1A-5": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-5 as of any date of determination.

            "Component X-A-1A-6": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-6 as of any date of determination.

            "Component X-A-1A-7": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-7 as of any date of determination.

            "Component X-A-1A-8": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-8 as of any date of determination.

            "Component X-A-1A-9": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-9 as of any date of determination.

            "Component X-A-1A-10": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-10 as of any date of determination.

            "Component X-A-1A-11": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-11 as of any date of determination.

            "Component X-A-1A-12": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-12 as of any date of determination.

            "Component X-A-1A-13": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-13 as of any date of determination.

            "Component X-A-1A-14": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-14 as of any date of determination.

            "Component X-A-1A-15": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-15 as of any date of determination.

            "Component X-A-2-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-1 as of any date of determination.

            "Component X-A-2-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-2 as of any date of determination.

            "Component X-A-2-3": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-3 as of any date of determination.

            "Component X-A-2-4": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-4 as of any date of determination.

            "Component X-A-2-5": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-5 as of any date of determination.

            "Component X-A-3-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-1 as of any date of determination.

            "Component X-A-3-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-2 as of any date of determination.

            "Component X-A-3-3": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-3 as of any date of determination.

            "Component X-A-4-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-1 as of any date of determination.

            "Component X-A-4-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-2 as of any date of determination.

            "Component X-A-4-3": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-3 as of any date of determination.

            "Component X-A-4-4": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-4 as of any date of determination.

            "Component X-A-4-5": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LA-4-5 as of any date of determination.

            "Component X-B": One of 56 components of the Class X-C Certificates
and one of 49 components of the Class X-P Certificates having a Component
Notional Amount equal to the then-current REMIC I Principal Balance of REMIC I
Regular Interest LB as of any date of determination.

            "Component X-C": One of 56 components of the Class X-C Certificates
and one of 49 components of the Class X-P Certificates having a Component
Notional Amount equal to the then-current REMIC I Principal Balance of REMIC I
Regular Interest LC as of any date of determination.

            "Component X-D-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LD-1 as of any date of determination.

            "Component X-D-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LD-2 as of any date of determination.

            "Component X-E-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LE-1 as of any date of determination.

            "Component X-E-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LE-2 as of any date of determination.

            "Component X-E-3": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LE-3 as of any date of determination.

            "Component X-F-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LF-1 as of any date of determination.

            "Component X-F-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LF-2 as of any date of determination.

            "Component X-F-3": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LF-3 as of any date of determination.

            "Component X-G-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LG-1 as of any date of determination.

            "Component X-G-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LG-2 as of any date of determination.

            "Component X-H-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LH-1 as of any date of determination.

            "Component X-H-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LH-2 as of any date of determination.

            "Component X-H-3": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LH-3 as of any date of determination.

            "Component X-J-1": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LJ-1 as of any date of determination.

            "Component X-J-2": One of 56 components of the Class X-C
Certificates and one of 49 components of the Class X-P Certificates having a
Component Notional Amount equal to the then-current REMIC I Principal Balance of
REMIC I Regular Interest LJ-2 as of any date of determination.

            "Component X-K": One of 56 components of the Class X-C Certificates
and one of 49 components of the Class X-P Certificates having a Component
Notional Amount equal to the then-current REMIC I Principal Balance of REMIC I
Regular Interest LK as of any date of determination.

            "Component X-L": One of 56 components of the Class X-C Certificates
having a Component Notional Amount equal to the then-current REMIC I Principal
Balance of REMIC I Regular Interest LL as of any date of determination.

            "Component X-M": One of 56 components of the Class X-C Certificates
having a Component Notional Amount equal to the then-current REMIC I Principal
Balance of REMIC I Regular Interest LM as of any date of determination.

            "Component X-N": One of 56 components of the Class X-C Certificates
having a Component Notional Amount equal to the then-current REMIC I Principal
Balance of REMIC I Regular Interest LN as of any date of determination.

            "Component X-O": One of 56 components of the Class X-C Certificates
having a Component Notional Amount equal to the then-current REMIC I Principal
Balance of REMIC I Regular Interest LO as of any date of determination.

            "Component X-P": One of 56 components of the Class X-C Certificates
having a Component Notional Amount equal to the then-current REMIC I Principal
Balance of REMIC I Regular Interest LP as of any date of determination.

            "Controlling Class": As of any date of determination, the Class of
Sequential Pay Certificates, (a) which bears the latest alphabetical Class
designation and (b) the Class Principal Balance of which is (i) greater than 25%
of the Original Class Principal Balance thereof and (ii) equal to or greater
than 1.0% of the sum of the Original Class Principal Balances of all the
Sequential Pay Certificates; provided, however, that if no Class of Sequential
Pay Certificates satisfies clause (b) above, the Controlling Class shall be the
outstanding Class of Certificates (other than the Class SL Certificates, the
Residual Certificates or the Class X Certificates) bearing the latest
alphabetical Class designation. With respect to determining the Controlling
Class, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A
Certificates shall be deemed a single Class of Certificates.

            "Controlling Class Representative": As defined in Section 3.25(a).

            "Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at (i) with respect to maintenance of the
Certificate Register and the transfer and exchange of Certificates, the office
of the Trustee located at Wells Fargo Center, Sixth and Marquette, Minneapolis,
Minnesota 55479-0113, Attention: Corporate Trust Services (CMBS) - Wachovia Bank
Commercial Mortgage Trust, Series 2004-C10, and (ii) for all other purposes,
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attn: Corporate Trust
Services (CMBS) - Wachovia Bank Commercial Mortgage Trust, Series 2004-C10.

            "Corrected Mortgage Loan": Any Mortgage Loan and, if applicable, any
Companion Loan that had been a Specially Serviced Mortgage Loan but has ceased
to be a Specially Serviced Mortgage Loan in accordance with the definition of
"Specially Serviced Mortgage Loan."

            "Corresponding Certificate": As defined in the Preliminary Statement
with respect to any Corresponding Component or any Corresponding REMIC I Regular
Interest.

            "Corresponding Component": As defined in the Preliminary Statement
with respect to any Corresponding Certificate or any Corresponding REMIC I
Regular Interest.

            "Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding Certificates or
any Corresponding Component of the Class X-C Certificates or Class X-P
Certificates.

            "Crossed Group": With respect to any Mortgage Loan, such Mortgage
Loan and all other Mortgage Loans that are cross-collateralized and
cross-defaulted with such Mortgage Loan.

            "Crossed Loan": A Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans.

            "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all remaining related Crossed Loans for the four calendar quarters
immediately preceding the repurchase or substitution is not less than the Debt
Service Coverage Ratio for all such related Crossed Loans, including the
affected Crossed Loan, for the four calendar quarters immediately preceding the
repurchase or substitution, (ii) the Loan-to-Value Ratio for any remaining
related Crossed Loans determined at the time of repurchase or substitution based
upon an Appraisal obtained by the Special Servicer at the expense of the related
Mortgage Loan Seller is not greater than the Loan-to-Value Ratio for all such
related Crossed Loans, including the affected Crossed Loan, determined at the
time of repurchase or substitution based upon an Appraisal obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller; and (iii)
the Mortgage Loan Seller, at its expense, shall have furnished the Trustee with
an Opinion of Counsel that the repurchase of or substitution for a Crossed Loan,
including, without limitation, any modification relating to such repurchase or
substitution, shall not cause an Adverse REMIC Event.

            "Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, a Mortgage Loan Seller or an Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been appointed or
if such custodian has been so appointed, but the Trustee shall have terminated
such appointment, then the Trustee shall be the Custodian.

            "Cut-Off Date": With respect to any Mortgage Loan or Companion Loan,
the Due Date for such Mortgage Loan or Companion Loan in February 2004.

            "Cut-Off Date Balance": With respect to any Mortgage Loan or
Companion Loan, the outstanding principal balance of such Mortgage Loan or
Companion Loan as of the Cut-Off Date, after application of all unscheduled
payments of principal received on or before such date and the principal
component of all Periodic Payments due on or before such date, whether or not
received.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan, as
of any date of determination, the ratio of (x) the annualized Net Operating
Income (before payment of any debt service on such Mortgage Loan) generated by
the related Mortgaged Property during the most recently ended period of not less
than six months and not more than twelve months for which financial statements,
if available (whether or not audited) have been received by or on behalf of the
related Mortgage Loan Seller (prior to the Closing Date) or the Master Servicer
or the Special Servicer (following the Closing Date), to (y) twelve times the
amount of the Periodic Payment in effect for such Mortgage Loan as of such date
of determination.

            "Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
sixty days or more in respect to a Periodic Payment (not including the Balloon
Payment) or (ii) is delinquent in respect of its Balloon Payment unless the
Master Servicer has, on or prior to the Due Date of such Balloon Payment,
received written evidence from an institutional lender of such lender's binding
commitment to refinance such Mortgage Loan within 60 days after the Due Date of
such Balloon Payment (provided that, if such refinancing does not occur during
such time specified in the commitment, the related Mortgage Loan will
immediately become a Defaulted Mortgage Loan), in either case such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (iii) as to which the
Master Servicer or Special Servicer has, by written notice to the related
Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note.

            "Defeasance Collateral": With respect to any Defeasance Loan, the
United States government obligations required or permitted to be pledged in lieu
of prepayment pursuant to the terms thereof.

            "Defeasance Loan": Any Mortgage Loan identified as a Defeasance Loan
on the Mortgage Loan Schedule which permits or requires the related Mortgagor
(or permits the holder of such Mortgage Loan to require the related Mortgagor)
to pledge Defeasance Collateral to such holder in lieu of prepayment.

            "Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

            "Definitive Certificate": As defined in Section 5.03(a).

            "Depositor": Wachovia Commercial Mortgage Securities, Inc. or its
successor in interest.

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named as contemplated by Section 5.03(c). The nominee of
the initial Depository for purposes of registering those Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended.

            "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            "Determination Date": The eleventh day of each month, or if such
eleventh day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management of such REO
Property, the holding of such REO Property primarily for sale or lease or the
performance of any construction work thereon, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Special
Servicer or any Sub-Servicer on behalf of the Trustee) shall not be considered
to Directly Operate an REO Property solely because the Trustee (or the Special
Servicer or any Sub-Servicer on behalf of the Trustee) establishes rental terms,
chooses tenants, enters into or renews leases, deals with taxes and insurance,
or makes decisions as to repairs or capital expenditures with respect to such
REO Property.

            "Discount Rate": With respect to any prepaid Mortgage Loan or REO
Loan for purposes of allocating any Yield Maintenance Charge or Prepayment
Premium received thereon or with respect thereto among the respective Classes of
the Sequential Pay Certificates (other than any Excluded Class thereof) or the
Class SL Certificates, an amount equal to the yield (when compounded monthly) on
the U.S. Treasury issue with a maturity date closest to the maturity date for
such prepaid Mortgage Loan or REO Loan. In the event there are two or more such
U.S. Treasury issues (a) with the same coupon, the issue with the lowest yield
shall apply, and (b) with maturity dates equally close to the maturity date for
the prepaid Mortgage Loan or REO Loan, the issue with the earliest maturity date
shall apply.

            "Disqualified Organization": Any of the following: (i) the United
States or a possession thereof, any State or any political subdivision thereof,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, international
organization, or any agency or instrumentality of either of the foregoing, (iii)
any organization (except certain farmers' cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code or (v) any other Person so
designated by the Trustee or the Certificate Registrar based upon an Opinion of
Counsel (which shall not be an expense of the Trustee) that the holding of an
Ownership Interest in a Residual Certificate by such Person may cause the Trust
Fund or any Person having an Ownership Interest in any Class of Certificates,
other than such Person, to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Residual Certificate to such Person. The terms "United
States," "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.

            "Distributable Certificate Interest": With respect to any Class of
Regular Certificates (other than the Class SL Certificates) for any Distribution
Date, the Accrued Certificate Interest in respect of such Class of Certificates
for such Distribution Date, reduced (other than with respect to the Class X
Certificates) (to not less than zero) by (i) the product of (a) any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date, multiplied
by (b) a fraction, expressed as a decimal, the numerator of which is the Accrued
Certificate Interest in respect of such Class of Certificates for such
Distribution Date, and the denominator of which is the aggregate Accrued
Certificate Interest in respect of all the Classes of Regular Certificates
(other than the Class SL and Class X Certificates) for such Distribution Date,
and (ii) with respect to each such Class (other than the Class SL and Class X
Certificates), such Class' share of any Certificate Deferred Interest allocated
to such Class in accordance with Section 4.04(c).

            "Distribution Account": The segregated account, accounts or
subaccounts created and maintained by the Paying Agent on behalf of the Trustee
pursuant to Section 3.04(b) which shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C10."

            "Distribution Date": With respect to any Determination Date, the
fourth Business Day following such Determination Date.

            "Distribution Date Statement": As defined in Section 4.02(a).

            "Document Defect": As defined in Section 2.03(a).

            "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Stated Maturity Date or any Companion Loan on or prior to its maturity date, the
day of the month set forth in the related Mortgage Note on which each Periodic
Payment on such Mortgage Loan or Companion Loan is scheduled to be first due;
(ii) any Mortgage Loan after its Stated Maturity Date or any Companion Loan
after its maturity date, the day of the month set forth in the related Mortgage
Note on which each Periodic Payment on such Mortgage Loan or Companion Loan had
been scheduled to be first due; and (iii) any REO Loan, the day of the month set
forth in the related Mortgage Note on which each Periodic Payment on the related
Mortgage Loan had been scheduled to be first due.

            "EDGAR": The Commission's Electronic Data Gathering, Analysis and
Retrieval system.

            "Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, and with respect to
deposits held for 30 days or more in such account the (a) long-term deposit or
unsecured debt obligations of which are rated at least (A) "Aa3" by Moody's (if
then rated by Moody's) and (B) "AA-" by S&P (or "A-" provided the short-term
unsecured debt obligations are rated at least "A-1" by S&P) (or, with respect to
any such Rating Agency, such lower rating as will not result in qualification,
downgrading or withdrawal of the ratings then assigned to the Certificates, as
evidenced in writing by the applicable Rating Agency), at any time such funds
are on deposit therein, or with respect to deposits held for less than 30 days
in such account the (b) short-term deposits of which are rated at least "P-1" by
Moody's (if then rated by Moody's) and "A-1" by S&P (or, with respect to any
such Rating Agency, such lower rating as will not result in qualification,
downgrading or withdrawal of the ratings then assigned to the Certificates) as
evidenced in writing by the applicable Rating Agency at any time such funds are
on deposit therein, or (ii) a segregated trust account or accounts maintained
with a federal or state chartered depository institution or trust company acting
in its fiduciary capacity, which, in the case of a state chartered depository
institution or trust company, is subject to regulations regarding fiduciary
funds on deposit therein substantially similar to 12 CFR ss. 9.10(b), having in
either case a combined capital and surplus of at least $50,000,000 and subject
to supervision or examination by federal or state authority, or the use of such
account would not, in and of itself, cause a qualification, downgrading or
withdrawal of the then-current rating assigned to any Class of Certificates, as
confirmed in writing by each Rating Agency.

            "Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter in the case of a Specially
Serviced Mortgage Loan as to which the related Mortgaged Property is multifamily
property or (ii) the American Society for Testing and Materials in the case of
Specially Serviced Mortgage Loan as to which the related Mortgaged Property is
not multifamily property.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

            "ERISA Restricted Certificate": Any Class J, Class K, Class L, Class
M, Class N, Class O or Class P Certificate; provided that any such Certificate
(a) will cease to be considered an ERISA Restricted Certificate and (b) will
cease to be subject to the transfer restrictions related to ERISA Restricted
Certificates contained in Section 5.02(c) if, as of the date of a proposed
transfer of such Certificate, either (i) it is rated in one of the four highest
generic ratings categories by a Rating Agency or (ii) relevant provisions of
ERISA would permit transfer of such Certificate to a Plan.

            "Escrow Payment": Any payment received by the Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and other similar items in respect of the related Mortgaged
Property.

            "Event of Default": One or more of the events described in Section
7.01(a).

            "Exchange Act": Securities Exchange Act of 1934, as amended.

            "Excluded Class": Any Class of Sequential Pay Certificates other
than the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-1A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
Class G Certificates and Class H Certificates.

            "Exemptions": Department of Labor Prohibited Transaction Exemption
("PTE") 96-22, PTE 93-32, PTE 89-89 and PTE 91-14, each as amended from time to
time, or any successor thereto.

            "FDIC": Federal Deposit Insurance Corporation or any successor.

            "FHLMC": Freddie Mac or any successor.

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan (and, if applicable, any
defaulted Companion Loan) or REO Property (other than a Mortgage Loan or REO
Property, as the case may be, that was purchased by any of the Mortgage Loan
Sellers, pursuant to the Wachovia Mortgage Loan Purchase Agreement, the Artesia
Mortgage Loan Purchase Agreement or the Citigroup Mortgage Loan Purchase
Agreement, as applicable, by the Majority Subordinate Certificateholder, the
applicable Companion Holder, the Class SL Controlling Holder or the Special
Servicer pursuant to Section 3.18(c), 3.18(d), 3.18(e) or 3.18(h), by the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder
pursuant to Section 9.01 or by the Starrett-Lehigh Building Mezzanine Lender
pursuant to Section 3.18(m)) that there has been a recovery of all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries that the Special
Servicer has determined, in accordance with the Servicing Standard, will be
ultimately recoverable.

            "FNMA": Federal National Mortgage Association or any successor.

            "Gain-on-Sale Proceeds": With respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of the Mortgage Loan or related REO Property
net of any related Liquidation Expenses, over (ii) the Purchase Price for such
Mortgage Loan on the date on which such Liquidation Proceeds were received.

            "Gain-on-Sale Reserve Account": A segregated custodial account or
accounts or subaccount of the Distribution Account or the Class SL Distribution
Account created and maintained by the Paying Agent pursuant to Section 3.04(f)
on behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2004-C10." Any such account shall be an
Eligible Account or a subaccount of an Eligible Account.

            "Grantor Trust": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets of which are the Grantor Trust Assets.

            "Grantor Trust Assets": The segregated pool of assets consisting of
(i) any Additional Interest with respect to the ARD Loans after their respective
Anticipated Repayment Dates and (ii) amounts held from time to time in the
Additional Interest Account that represent Additional Interest.

            "Grantor Trust Provisions": Subpart E of Part I of subchapter J of
the Code and Treasury Regulations Section 301.7701-4(c).

            "Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged Property or space
lease within such Mortgaged Property, the lease agreement creating such
leasehold interest.

            "Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.

            "Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations now existing or hereafter enacted, and specifically
including, without limitation, asbestos and asbestos-containing materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and petroleum products
and urea formaldehyde.

            "Holder": A Certificateholder.

            "HUD-Approved Servicer": A servicer approved by the Secretary of
Housing and Urban Development pursuant to Section 207 of the National Housing
Act.

            "Impound Reserve": As defined in Section 3.16(c) hereof.

            "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, the Controlling Class
Representative, the Starrett-Lehigh Building Representative, the Trustee, any
Companion Holder and any and all Affiliates thereof, (ii) does not have any
direct financial interest in or any material indirect financial interest in any
of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special
Servicer, the Controlling Class Representative, the Starrett-Lehigh Building
Representative, the Trustee, any Companion Holder or any Affiliate thereof, and
(iii) is not connected with the Depositor, the Mortgage Loan Sellers, the Master
Servicer, the Controlling Class Representative, the Starrett-Lehigh Building
Representative, the Special Servicer, the Trustee, any Companion Holder or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor, the Mortgage
Loan Sellers, the Master Servicer, the Controlling Class Representative, the
Starrett-Lehigh Building Representative, the Special Servicer, the Trustee or
any Affiliate thereof merely because such Person is the beneficial owner of 1%
or less of any class of securities issued by the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, the Controlling Class
Representative, the Starrett-Lehigh Building Representative, the Trustee or any
Affiliate thereof, as the case may be.

            "Independent Appraiser": An Independent professional real estate
appraiser who is a member in good standing of the Appraisal Institute, and, if
the State in which the subject Mortgaged Property is located certifies or
licenses appraisers, certified or licensed in such State, and in each such case,
who has a minimum of five years experience in the subject property type and
market.

            "Independent Contractor": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if such REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by any
Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund, delivered to the
Trustee and the Master Servicer and, with respect to the Starrett-Lehigh
Building Whole Loan, to the Starrett-Lehigh Building Representative), so long as
such REMIC I does not receive or derive any income from such Person; provided
that the relationship between such Person and such REMIC I is at arm's length,
all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or any
other Person upon receipt by the Trustee of an Opinion of Counsel, which shall
be at no expense to the Master Servicer, the Special Servicer, the Trustee or
the Trust Fund, to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code, or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.

            "Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the
related Mortgaged Property.

            "Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property, released to the Mortgagor, or any tenants or ground lessors,
as the case may be, pursuant to the terms of the related Mortgage or lease, in
accordance with the Servicing Standard.

            "Insured Environmental Event": As defined in Section 3.08(c).

            "Intercreditor Agreement": Each of the 11 Madison Avenue
Intercreditor Agreement, the Starrett-Lehigh Building Intercreditor Agreement
and the Cedarbrook Apartments Intercreditor Agreement.

            "Interest Accrual Period": With respect to each Class of Regular
Certificates or the REMIC I Regular Interests and any Distribution Date, the
calendar month immediately preceding the calendar month in which such
Distribution Date occurs. Notwithstanding the foregoing, each Interest Accrual
Period is deemed to consist of 30 days for purposes of calculating interest on
the Regular Certificates or the REMIC I Regular Interests.

            "Interest Reserve Account": The segregated account created and
maintained by the Master Servicer pursuant to Section 3.04(c) on behalf of the
Trustee in trust for Certificateholders, which shall be entitled "Wachovia Bank,
National Association, as Master Servicer for Wells Fargo Bank, N.A., as Trustee,
on behalf of and in trust for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C10."

            "Interest Reserve Amount": With respect to each Interest Reserve
Loan and each Distribution Date that occurs in February of each year and in
January of each year that is not a leap year, an amount equal to one day's
interest at the related Mortgage Rate (without regard to the second proviso in
the definition thereof) on the related Stated Principal Balance as of the Due
Date in the month in which such Distribution Date occurs (but prior to the
application of any amounts owed on such Due Date), to the extent a Periodic
Payment or P&I Advance is made in respect thereof for such Due Date as of the
related P&I Advance Date. With respect to each Interest Reserve Loan and the
first Distribution Date, the Interest Reserve Amount will also include an amount
equal to one day's interest at the related Net Mortgage Rate (without regard to
the second proviso in the definition thereof) on the related Stated Principal
Balance as of the Due Date in the month in which such Distribution Date occurs
(but prior to the application of any amounts owed on such Due Date).

            "Interest Reserve Loan": Each Mortgage Loan (other than the
Starrett-Lehigh Building Subordinate Loan) that is an Actual/360 Mortgage Loan.

            "Interested Person": The Depositor, any Mortgage Loan Seller, the
Master Servicer, the Special Servicer, any Independent Contractor hired by the
Special Servicer, any Holder of a Certificate, each Companion Holder (but only
with respect to the related Co-Lender Loan or the Starrett-Lehigh Building Whole
Loan, as applicable) or any Affiliate of any such Person.

            "Interim Delinquent Loan Status Report": A report substantially
containing the content described in Exhibit K attached hereto, setting forth
those Mortgage Loans which, as of the last day of the calendar month immediately
preceding the preparation of such report, were delinquent.

            "Internet Website": The Internet Websites maintained by the Trustee
and, if applicable, the Master Servicer initially located at "www.ctslink.com"
and "www.wachovia.com," respectively, or such other address as provided to the
parties hereto from time to time.

            "Investment Account": As defined in Section 3.06(a).

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

            "Late Collections": With respect to any Mortgage Loan or Companion
Loan, all amounts received thereon during any Collection Period, other than
Penalty Interest, whether as payments, Insurance Proceeds, Liquidation Proceeds
or otherwise, which represent late collections of the principal and/or interest
portions of a Scheduled Payment (other than a Balloon Payment) or an Assumed
Scheduled Payment in respect of such Mortgage Loan or Companion Loan due or
deemed due on a Due Date in a previous Collection Period, and not previously
recovered. With respect to any REO Loan, all amounts received in connection with
the related REO Property during any Collection Period, whether as Insurance
Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of the principal and/or interest portions of a Scheduled Payment
(other than a Balloon Payment) or an Assumed Scheduled Payment in respect of the
predecessor Mortgage Loan or of an Assumed Scheduled Payment in respect of such
REO Loan due or deemed due on a Due Date in a previous Collection Period and not
previously recovered.

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by a Mortgage Loan Seller pursuant to the applicable
Mortgage Loan Purchase Agreement; or (iv) such Mortgage Loan is purchased by the
Majority Subordinate Certificateholder, the Companion Holder, the Class SL
Controlling Holder or the Starrett-Lehigh Building Mezzanine Lender pursuant to
Sections 3.18(d) and 3.18(m), the Special Servicer pursuant to Section 3.18(c),
3.18(d) or 3.18(e), or by the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder pursuant to Section 9.01. With respect to
any REO Property (and the related REO Loan), any of the following events: (i) a
Final Recovery Determination is made with respect to such REO Property; or (ii)
such REO Property is purchased by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder pursuant to Section 9.01; or (iii)
such REO Property is purchased by the Companion Holder as described in Section
3.18(d).

            "Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan and REO Loan, the fee payable to the Special Servicer out of certain
related recoveries pursuant to the third paragraph of Section 3.11(c).

            "Liquidation Fee Rate": With respect to all amounts set forth in the
third paragraph of Section 3.11(c), 1.00%.

            "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property or REO Property by exercise of the power of eminent domain or
condemnation, subject, however, to the rights of any tenants and ground lessors,
as the case may be, and the rights of the Mortgagor under the terms of the
related Mortgage; (ii) the liquidation of a Mortgaged Property or other
collateral constituting security for a Defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof required to be released to the related Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment obtained
against a Mortgagor; (iv) the purchase of a Defaulted Mortgage Loan by the
Majority Subordinate Certificateholder, the Class SL Controlling Holder, the
related Companion Holder or the Special Servicer pursuant to Section 3.18(c),
Section 3.18(d) or Section 3.18(e), or pursuant to Sections 3.18(d) and 3.18(m)
(in the case of the Class SL Controlling Holder or the Starrett-Lehigh Building
Mezzanine Lender); (v) the repurchase of a Mortgage Loan by a Mortgage Loan
Seller, pursuant to the applicable Mortgage Loan Purchase Agreement; (vi) the
purchase of a Mortgage Loan or REO Property by the Master Servicer, the Special
Servicer, or the Majority Subordinate Certificateholder pursuant to Section 9.01
or (vii) the purchase of an REO Property by the Companion Holder pursuant to
Section 3.18(d).

            "Loan Group": Either Loan Group 1 or Loan Group 2.

            "Loan Group 1": Collectively, all of the Mortgage Loans that are
Group 1 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 1.

            "Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 1.

            "Loan Group 2": Collectively, all of the Mortgage Loans that are
Group 2 Mortgage Loans and any successor REO Loans with respect thereto.

            "Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 2.

            "Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Loan Group 2.

            "Loan Pair": Collectively, a Companion Loan and the related
Co-Lender Loan.

            "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any
date of determination, a fraction, expressed as a percentage, the numerator of
which is the then-current principal amount of such Mortgage Loan, and the
denominator of which is the Appraised Value of the related Mortgaged Property.

            "Lockout Period": With respect to any Mortgage Note that prohibits
the Mortgagor from prepaying such Mortgage Loan until a date specified in such
Mortgage Note, the period from the Closing Date until such specified date.

            "Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (other than any Holder which is
an Affiliate of the Depositor or a Mortgage Loan Seller) entitled to greater
than 50% of the Voting Rights allocated to the Controlling Class; provided,
however, that, if there is no single Holder of Certificates entitled to greater
than 50% of the Voting Rights allocated to such Class, then the Majority
Subordinate Certificateholder shall be the single Holder of Certificates with
the largest percentage of Voting Rights allocated to such Class. With respect to
determining the Majority Subordinate Certificateholder, the Class A-1
Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-4 Certificates and the Class A-1A Certificates shall be deemed to be a single
Class of Certificates, with such Voting Rights allocated among the Holders of
Certificates of such Classes in proportion to the respective Certificate
Principal Balances of such Certificates as of such date of determination.

            "Master Servicer": Wachovia Bank, National Association, its
successor in interest (including the Trustee as successor pursuant to Section
7.02), or any successor master servicer appointed as herein provided.

            "Master Servicing Fee": With respect to each Mortgage Loan and REO
Loan the fee payable to the Master Servicer pursuant to Section 3.11(a).

            "Master Servicing Fee Rate": With respect to each Mortgage Loan and
REO Loan the percentage set forth under the column "Master Servicing Fee Rate"
on the Mortgage Loan Schedule.

            "Money Term": With respect to any Mortgage Loan, the maturity date,
Mortgage Rate, Stated Principal Balance, amortization term or payment frequency
thereof or any provision thereof requiring the payment of a Prepayment Premium
or Yield Maintenance Charge in connection with a Principal Prepayment (but not
any late fees or default interest provisions).

            "Moody's": Moody's Investors Service, Inc., or its successor in
interest. If Moody's nor any successor remains in existence, "Moody's" shall be
deemed to refer to such other nationally recognized statistical rating agency or
other comparable Person designated by the Depositor, notice of which designation
shall be given to the Trustee, the Master Servicer and the Special Servicer, and
specific ratings of Moody's herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

            "Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust, deed to secure debt or similar instrument that secures the Mortgage Note
and creates a lien on the fee or leasehold interest in the related Mortgaged
Property.

            "Mortgage Deferred Interest": With respect to any Mortgage Loan as
to which the Mortgage Rate has been reduced through a modification and any
Distribution Date, the amount by which (a) interest accrued at such reduced rate
is less than (b) the amount of interest that would have accrued on such Mortgage
Loan at the Mortgage Rate before such reduction, to the extent such amount has
been added to the outstanding principal balance of such Mortgage Loan.

            "Mortgage File": With respect to any Mortgage Loan, collectively the
following documents:

            (i) the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any and all intervening
endorsements thereon, endorsed on its face or by allonge attached thereto
(without recourse, representation or warranty, express or implied) to the order
of Wells Fargo Bank, N.A., as trustee for the registered holders of Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2004-C10 or in blank (or a lost note affidavit and indemnity with a copy
of such Mortgage Note attached thereto);

            (ii) an original or copy of the Mortgage, together with any and all
intervening assignments thereof, in each case (unless not yet returned by the
applicable recording office) with evidence of recording indicated thereon or
certified by the applicable recording office;

            (iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with any and all
intervening assignments thereof, in each case (unless not yet returned by the
applicable recording office) with evidence of recording indicated thereon or
certified by the applicable recording office;

            (iv) an original executed assignment, in recordable form (except for
any missing recording information), of (A) the Mortgage, (B) any related
Assignment of Leases (if such item is a document separate from the Mortgage and
to the extent not already assigned pursuant to preceding clause (A))and (C) any
other recorded document relating to the Mortgage Loan otherwise included in the
Mortgage File, in favor of Wells Fargo Bank, N.A., as trustee for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2004-C10, or in blank;

            (v) an original assignment of all unrecorded documents relating to
the Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above), in favor of Wells Fargo Bank, N.A., as trustee for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2004-C10, or in blank;

            (vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms or
provisions of the Mortgage or Mortgage Note have been consolidated or modified
or the Mortgage Loan has been assumed or consolidated;

            (vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or located, an
original or copy of an irrevocable, binding commitment (which may be a marked
version of the policy that has been executed by an authorized representative of
the title company or an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the title company) to
issue such title insurance policy;

            (viii) any filed copies (bearing evidence of filing) or other
evidence of filing satisfactory to the Trustee of any prior UCC Financing
Statements in favor of the originator of such Mortgage Loan or in favor of any
assignee prior to the Trustee (but only to the extent the Mortgage Loan Seller
had possession of such UCC Financing Statements prior to the Closing Date) and,
if there is an effective UCC Financing Statement and continuation statement in
favor of the Mortgage Loan Seller on record with the applicable public office
for UCC Financing Statements, an original UCC Amendment, in form suitable for
filing in favor of Wells Fargo Bank, N.A., as trustee for the registered holders
of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C10, as assignee, or in blank;

            (ix) an original or copy of (A) any Ground Lease or (B) any loan
guaranty, indemnity, ground lessor estoppel or environmental insurance policy or
Lease Enhancement Policy;

            (x) any intercreditor agreement relating to permitted debt of the
Mortgagor;

            (xi) copies of any loan agreement, escrow agreement, security
agreement or letter of credit relating to a Mortgage Loan; and

            (xii) with respect to any Companion Loan, all of the above documents
with respect to such Companion Loan and the related Intercreditor Agreement;
provided that a copy of each Mortgage Note relating to such Companion Loan,
rather than the original, shall be provided (except that with respect to the
Starrett-Lehigh Building Subordinate Loan, an original Mortgage Note (or a lost
note affidavit in the form specified in (i) above) will be required to be
provided), and no assignments shall be provided;

provided that, whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or the Custodian for documents described in clauses
(vi) and (ix) (solely with respect to any guaranty) of this definition, shall be
deemed to include only such documents to the extent the Trustee or Custodian has
actual knowledge of their existence.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trust Fund pursuant to Section 2.01 and listed on the Mortgage Loan
Schedule and from time to time held in the Trust Fund. As used herein, the term
"Mortgage Loan" includes the related Mortgage Note, Mortgage, and other security
documents contained in the related Mortgage File. Unless otherwise indicated, as
used in this Agreement, the term "Mortgage Loan" shall include the
Starrett-Lehigh Building Subordinate Loan and shall not include any other
Companion Loan.

            "Mortgage Loan Purchase Agreement": Each of the Wachovia Mortgage
Loan Purchase Agreement, the Artesia Mortgage Loan Purchase Agreement and the
Citigroup Mortgage Loan Purchase Agreement.

            "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of REMIC I attached hereto as Exhibit B
and in a computer readable format. Such list shall set forth the following
information with respect to each Mortgage Loan:

            (i) the Mortgage Loan number;

            (ii) the street address (including city, county, state and zip code)
and name of the related Mortgaged Property;

            (iii) the Cut-Off Date Balance;

            (iv) the amount of the Periodic Payment due on the first Due Date
following the Closing Date;

            (v) the original Mortgage Rate;

            (vi) the (A) original term to stated maturity, (B) remaining term to
stated maturity and (C) the Stated Maturity Date and, in the case of an ARD
Loan, the Anticipated Repayment Date;

            (vii) in the case of a Balloon Mortgage Loan, the remaining
amortization term;

            (viii) the original and remaining amortization term;

            (ix) whether the Mortgage Loan is secured by a Ground Lease;

            (x) the Master Servicing Fee Rate;

            (xi) whether such Mortgage Loan is an ARD Loan and if so the
Anticipated Repayment Date and Additional Interest Rate for such ARD Loan;

            (xii) the related Mortgage Loan Seller;

            (xiii) whether such Mortgage Loan is insured by an environmental
policy;

            (xiv) whether such Mortgage Loan is cross-defaulted or
cross-collateralized with any other Mortgage Loan;

            (xv) whether such Mortgage Loan is a Defeasance Loan;

            (xvi) whether the Mortgage Loan is secured by a letter of credit;

            (xvii) whether such Mortgage Loan is an Interest Reserve Loan;

            (xviii) whether payments on such Mortgage Loan are made to a
lock-box;

            (xix) the amount of any Reserve Funds escrowed in respect of each
Mortgage Loan;

            (xx) the number of grace days after the Due Date until Periodic
Payments incur late payment charges;

            (xxi) the number of units or square feet related to the Mortgaged
Property; and

            (xxii) the applicable Loan Group to which such Mortgage Loan
belongs.

            "Mortgage Loan Seller": Wachovia, Artesia, Citigroup or their
respective successors-in-interest.

            "Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, together
with any rider, addendum or amendment thereto, or any renewal, substitution or
replacement of such note.

            "Mortgage Pool": Collectively, all of the Mortgage Loans and any
successor REO Loans.

            "Mortgage Rate": With respect to (i) any Mortgage Loan on or prior
to its Stated Maturity Date, the fixed annualized rate, not including any
Additional Interest Rate, at which interest is scheduled (in the absence of a
default) to accrue on such Mortgage Loan from time to time in accordance with
the related Mortgage Note and applicable law; (ii) any Mortgage Loan after its
Stated Maturity Date, the annualized rate described in clause (i) above
determined without regard to the passage of such Stated Maturity Date, but
giving effect to any modification thereof as contemplated by Section 3.20; and
(iii) any REO Loan, the annualized rate described in clause (i) or (ii), as
applicable, above determined as if the predecessor Mortgage Loan had remained
outstanding; provided, however, that if any Mortgage Loan does not accrue
interest on the basis of a 360-day year consisting of twelve 30-day months,
then, solely for purposes of calculating the Pass-Through Rates, the Mortgage
Rate of such Mortgage Loan for any one-month period preceding a related Due Date
will be the annualized rate at which interest would have to accrue in respect of
such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest actually accrued
(exclusive of Penalty Interest or Additional Interest) in respect of such
Mortgage Loan during such one-month period at the related Mortgage Rate;
provided, however, that, solely for the purposes of calculating the Pass-Through
Rates, with respect to each Interest Reserve Loan, the Mortgage Rate for the
one-month period (A) preceding the Due Dates that occur in January and February
in any year which is not a leap year or preceding the Due Date that occurs in
February in any year which is a leap year will be determined exclusive of the
Interest Reserve Amounts for such months (in each case unless such Due Date
occurs in a January or February in which the final Distribution Date occurs),
and (B) preceding the Due Date in March, and in the event the final Distribution
Date occurs in February or, if such year is not a leap year, in January,
preceding the Due Date in such February or January, will be determined inclusive
of the Interest Reserve Amounts for the immediately preceding February and, if
applicable, January; provided, further, that, if the Mortgage Rate of the
related Mortgage Loan has been modified in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
solely for purposes of calculating the Pass-Through Rate, the Mortgage Rate for
such Mortgage Loan shall be calculated without regard to such event.

            "Mortgaged Property": The property subject to the lien of a
Mortgage.

            "Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note
and/or, in the case of an indemnity deed of trust, the entity which granted the
lien on such Mortgaged Property.

            "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans (other than the Starrett-Lehigh
Building Subordinate Loan) during the related Collection Period, exceeds (b) the
aggregate amount deposited by the Master Servicer in the Certificate Account for
such Distribution Date pursuant to Section 3.19(a) in connection with such
Prepayment Interest Shortfalls on the Mortgage Loans. For purposes of
calculating the Prepayment Interest Shortfall with respect to the AB Mortgage
Loans, Prepayment Interest Shortfalls will be allocated first to the promissory
note(s) related to the related AB Companion Loan(s) and second to the promissory
note related to the related AB Mortgage Loan and the related Pari Passu
Companion Loan(s), as applicable. The portion of such shortfall allocated to the
AB Mortgage Loans, net of amounts payable by the Master Servicer, will be
included in the Net Aggregate Prepayment Interest Shortfall. For purposes of
calculating the Prepayment Interest Shortfall with respect to the Pari Passu
Mortgage Loans, such Prepayment Interest Shortfall shall be allocated pro rata
between the promissory notes related to the Pari Passu Mortgage Loans and the
Pari Passu Companion Loans. The portion of such shortfall allocated to the Pari
Passu Mortgage Loans, net of amounts payable by the Master Servicer, will be
included in the Net Aggregate Prepayment Interest Shortfall.

            "Net Investment Earnings": With respect to (i) the Certificate
Account, the Interest Reserve Account, any Servicing Account, any Reserve
Account or the REO Account (if any) for any Collection Period and (ii) the
Distribution Account, Class SL Distribution Account, Additional Interest Account
and Companion Distribution Account (if any) for the related Distribution Date,
the amount, if any, by which the aggregate of all interest and other income
realized during such Collection Period with respect to the accounts described in
clause (i) above and as of such related Distribution Date with respect to the
accounts described in clause (ii) above on funds held in such accounts, exceeds
the aggregate of all losses, if any, incurred during such Collection Period with
respect to the accounts described in clause (i) above and as of such related
Distribution Date with respect to the accounts described in clause (ii) above in
connection with the investment of such funds in accordance with Section 3.06.

            "Net Investment Loss": With respect to (i) the Certificate Account,
the Interest Reserve Account, any Servicing Account, any Reserve Account or the
REO Account (if any) for any Collection Period and (ii) the Distribution
Account, Class SL Distribution Account, Additional Interest Account and
Companion Distribution Account (if any) for the related Distribution Date, the
amount by which the aggregate of all losses, if any, incurred during such
Collection Period with respect to the accounts described in clause (i) above and
as of such related Distribution Date with respect to the accounts described in
clause (ii) above in connection with the investment of funds held in such
accounts in accordance with Section 3.06, exceeds the aggregate of all interest
and other income realized during such Collection Period with respect to the
accounts described in clause (i) above and as of such related Distribution Date
with respect to the accounts described in clause (ii) above on such funds.

            "Net Mortgage Rate": With respect to any Mortgage Loan (other than
the Starrett-Lehigh Building Subordinate Loan) or any REO Loan, as of any date
of determination, a rate per annum equal to the related Mortgage Rate minus the
sum of the Trustee Fee Rate and the applicable Master Servicing Fee Rate;
provided, however, with respect to the Starrett-Lehigh Building Subordinate
Loan, as of any date of determination, a rate per annum equal to the related
Mortgage Rate minus the applicable Master Servicing Fee Rate.

            "Net Operating Income or NOI": As defined in and determined in
accordance with the provisions of Exhibit E attached hereto.

            "New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of REMIC I, including any lease renewed,
modified or extended on behalf of such REMIC if such REMIC has the right to
renegotiate the terms of such lease.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of any Mortgage Loan, the Pari Passu Companion
Loans or REO Loan by the Master Servicer, the Special Servicer or the Trustee,
as the case may be, that, as determined by the Master Servicer or the Trustee,
as applicable, in accordance with the Servicing Standard, in the case of the
Master Servicer, or the standard of care set forth in Section 8.01(a) with
respect to the Trustee, with respect to such P&I Advance will not be ultimately
recoverable from Late Collections, Insurance Proceeds or Liquidation Proceeds,
or any other recovery on or in respect of such Mortgage Loan, REO Loan or
Companion Loan.

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan, REO Loan or Companion
Loan by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that, as determined by the Master Servicer, the Special Servicer or the
Trustee, in accordance with the Servicing Standard, in the case of the Master
Servicer and the Special Servicer, or the standard of care set forth in Section
8.01(a) with respect to the Trustee, will not be ultimately recoverable from
Late Collections, Insurance Proceeds, Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan, Companion Loan or REO Property.

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class X, Class A-1A, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class SL, Class Z-I, Class
Z-II, Class Z-III, Class R-I or Class R-II Certificate.

            "Non-United States Person": Any Person other than a United States
Person.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer, as the case may be, or by a
Responsible Officer of the Trustee.

            "Opinion of Counsel": A written opinion of counsel (which counsel
may be a salaried counsel for the Depositor, the Master Servicer or the Special
Servicer) acceptable to and delivered to the Trustee or the Master Servicer, as
the case may be, except that any opinion of counsel relating to (a) the
qualification of either REMIC I or REMIC II as a REMIC; (b) the qualification of
the Grantor Trust as a grantor trust; (c) compliance with the REMIC Provisions
or the Grantor Trust Provisions or (d) the resignation of the Master Servicer or
Special Servicer pursuant to Section 6.04 must be an opinion of counsel who is
in fact Independent of the Master Servicer, the Special Servicer or the
Depositor, as applicable.

            "Option Price": As defined in Section 3.18(c).

            "Original Class Principal Balance": With respect to any Class of
Regular Certificates (other than the Class X Certificates), the initial Class
Principal Balance thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.

            "Original Class X-C Notional Amount": $1,290,099,569.

            "Original Class X-P Notional Amount": $1,246,996,000.

            "Original Notional Amount": The Original Class X-C Notional Amount
or the Original Class X-P Notional Amount, as the context requires.

            "OTS": The Office of Thrift Supervision or any successor thereto.

            "Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

            "P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Master Servicer or the Trustee pursuant to Section 4.03(a) and (b).

            "P&I Advance Date": The Business Day immediately preceding each
Distribution Date.

            "Pari Passu Companion Loan Servicing Fee Rate": With respect to each
Pari Passu Companion Loan, a rate equal to the Master Servicing Fee Rate for the
related Pari Passu Mortgage Loan set forth on the Mortgage Loan Schedule less
0.020%.

            "Pari Passu Companion Loans": The 11 Madison Avenue Pari Passu Loans
and the Starrett-Lehigh Building Pari Passu Loan.

            "Pari Passu Mortgage Loans": The 11 Madison Avenue Loan and the
Starrett-Lehigh Building Loan.

            "Pass-Through Rate": With respect to:

            (i) the Class A-1 Certificates for any Distribution Date, 3.0650%
per annum;

            (ii) the Class A-2 Certificates for any Distribution Date, 3.8570%
per annum;

            (iii) the Class A-3 Certificates for any Distribution Date, 4.3900%
per annum;

            (iv) the Class A-4 Certificates for any Distribution Date, 4.7480%
per annum;

            (v) the Class A-1A Certificates for any Distribution Date, 4.3240%
per annum;

            (vi) the Class B Certificates for any Distribution Date, 4.8120% per
annum;

            (vii) the Class C Certificates for any Distribution Date, 4.8420%
per annum;

            (viii) the Class D Certificates for any Distribution Date, 4.8810%
per annum;

            (ix) the Class E Certificates for any Distribution Date, 4.9310% per
annum;

            (x) the Class F Certificates for any Distribution Date, the lesser
of (1) 5.0890% per annum and (2) the Weighted Average Net Mortgage Rate for such
date;

            (xi) the Class G Certificates for any Distribution Date, the lesser
of (1) 5.1880% per annum and (2) the Weighted Average Net Mortgage Rate for such
date;

            (xii) the Class H Certificates for any Distribution Date, the
Weighted Average Net Mortgage Rate for such date less 0.08% per annum;

            (xiii) the Class J Certificates for any Distribution Date, the
lesser of (1) 5.0070% per annum and (2) the Weighted Average Net Mortgage Rate
for such date;

            (xiv) the Class K Certificates for any Distribution Date, the lesser
of (1) 5.0070% per annum and (2) the Weighted Average Net Mortgage Rate for such
date;

            (xv) the Class L Certificates for any Distribution Date, the lesser
of (1) 5.0070% per annum and (2) the Weighted Average Net Mortgage Rate for such
date;

            (xvi) the Class M Certificates for any Distribution Date, the lesser
of (1) 5.0070% per annum and (2) the Weighted Average Net Mortgage Rate for such
date;

            (xvii) the Class N Certificates for any Distribution Date, the
lesser of (1) 5.0070% per annum and (2) the Weighted Average Net Mortgage Rate
for such date;

            (xviii) the Class O Certificates for any Distribution Date, the
lesser of (1) 5.0070% per annum and (2) the Weighted Average Net Mortgage Rate
for such date;

            (xix) the Class P Certificates for any Distribution Date, the lesser
of (1) 5.0070% per annum and (2) the Weighted Average Net Mortgage Rate for such
date;

            (xx) the Class SL Certificates for the initial Distribution Date,
5.7600% per annum and for any subsequent Distribution Date: (i) 5.9520% per
annum for any Distribution Date in January, February, April, June, August,
September or November; (ii) 5.7600% per annum for any Distribution Date in May,
July, October or December; (iii) 5.3760% per annum for any Distribution Date in
March of any year that is not a leap year; and (iv) 5.5680% per annum for any
Distribution Date in March of any year that is a leap year.

            (xxi) the Class X-C Certificates for the initial Distribution Date,
0.0514% per annum, and for any subsequent Distribution Date, the weighted
average of the Class X-C Strip Rates for the respective Class X-C Components for
such Distribution Date (weighted on the basis of the respective Component
Notional Amounts of such Components outstanding immediately prior to such
Distribution Date); and

            (xxii) the Class X-P Certificates for the initial Distribution Date,
1.0250% per annum, and for any subsequent Distribution Date, the weighted
average of the Class X-P Strip Rates for the respective Class X-P Components for
such Distribution Date (weighted on the basis of the respective Component
Notional Amounts of such Components outstanding immediately prior to such
Distribution Date).

            "Paying Agent": The paying agent appointed pursuant to Section 8.16.
If no such paying agent has been appointed or if such paying agent has been so
appointed but the Trustee shall have terminated such appointment, then the
Trustee shall be the Paying Agent.

            "Penalty Interest": With respect to any Mortgage Loan or Companion
Loan (or successor REO Loan), any amounts collected thereon, other than late
payment charges, Additional Interest, Prepayment Premiums or Yield Maintenance
Charges, that represent penalty interest (arising out of a default) in excess of
interest on the Stated Principal Balance of such Mortgage Loan or Companion Loan
(or successor REO Loan) accrued at the related Mortgage Rate.

            "Percentage Interest": With respect to any Regular Certificate, the
portion of the relevant Class evidenced by such Certificate, expressed as a
percentage, the numerator of which is the Certificate Principal Balance or
Certificate Notional Amount, as the case may be, of such Certificate as of the
Closing Date, as specified on the face thereof, and the denominator of which is
the Original Class Principal Balance or Original Notional Amount, as the case
may be, of the relevant Class. With respect to a Residual Certificate, Class Z-I
Certificate, Class Z-II or Class Z-III Certificate, the percentage interest in
distributions to be made with respect to the relevant Class, as stated on the
face of such Certificate.

            "Periodic Payment": With respect to any Mortgage Loan or Companion
Loan as of any Due Date, the scheduled payment of principal and/or interest on
such Mortgage Loan or Companion Loan (exclusive of Additional Interest),
including any Balloon Payment, that is actually payable by the related Mortgagor
from time to time under the terms of the related Mortgage Note (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or by reason of a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section
3.20).

            "Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of the Trustee if
otherwise qualifying hereunder):

            (i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any agency or
instrumentality thereof (having original maturities of not more than 365 days);
provided such obligations are backed by the full faith and credit of the United
States. Such obligations must be limited to those instruments that have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change or be liquidated prior to maturity. Interest may either be fixed or
variable. In addition, such obligations may not have a rating from S&P with an
"r" highlighter. If such interest is variable, interest must be tied to a single
interest rate index plus a single fixed spread (if any), and move
proportionately with that index;

            (ii) repurchase obligations with respect to any security described
in clause (i) above (having original maturities of not more than 365 days);
provided that the short-term deposit or debt obligations, of the party agreeing
to repurchase such obligations are rated in the highest rating categories of
each of S&P and Moody's or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies. In addition, it
may not have a rating from S&P with an "r" highlighter and its terms must have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change. Interest may either be fixed or variable. If such interest is
variable, interest must be tied to a single interest rate index plus a single
fixed spread (if any), and move proportionately with that index;

            (iii) certificates of deposit, time deposits, demand deposits and
bankers' acceptances of any bank or trust company organized under the laws of
the United States or any state thereof (having original maturities of not more
than 365 days), the short term obligations of which are rated in the highest
rating categories of each of S&P and Moody's or such lower rating as will not
result in qualification, downgrading or withdrawal of the ratings then assigned
to the Certificates, as evidenced in writing by the Rating Agencies. In
addition, its terms should have a predetermined fixed dollar amount of principal
due at maturity that cannot vary or change. In addition, it may not have a
rating from S&P with an "r" highlighter and its terms must have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or change.
Interest may either be fixed or variable. If such interest is variable, interest
must be tied to a single interest rate index plus a single fixed spread (if
any), and move proportionately with that index;

            (iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United States or
any state thereof (or if not so incorporated, the commercial paper is United
States Dollar denominated and amounts payable thereunder are not subject to any
withholding imposed by any non-United States jurisdiction) which is rated in the
highest rating category of each of S&P and Moody's or such lower rating as will
not result in qualification, downgrading or withdrawal of the ratings then
assigned to the Certificates, as evidenced in writing by the Rating Agencies.
The commercial paper by its terms must have a predetermined fixed dollar amount
of principal due at maturity that cannot vary or change. In addition, it may not
have a rating from S&P with an "r" highlighter and its terms must have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change. Interest may either be fixed or variable. If such interest is
variable, interest must be tied to a single interest rate index plus a single
fixed spread (if any), and move proportionately with that index;

            (v) units of money market funds that maintain a constant asset value
and which are rated in the highest applicable rating category by Moody's and
which are rated "AAAm" or "AAAm-G" by S&P (or such lower rating as will not
result in qualification, downgrading or withdrawal of the ratings then assigned
to the Certificates, as evidenced in writing by the Rating Agencies) and which
seeks to maintain a constant net asset value. In addition, it may not have a
rating from S&P with an "r" highlighter and its terms must have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or change; and

            (vi) any other obligation or security that constitutes a "cash flow
investment" within the meaning of Section 860G(a)(6) of the Code and is
acceptable to each Rating Agency, evidence of which acceptability shall be
provided in writing by each Rating Agency to the Master Servicer, the Special
Servicer and the Trustee; provided, however, in no event shall such other
obligation or security be rated less than "AA/A-1" or "Aa3/P+" by S&P or
Moody's, respectively;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; and (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity.

            "Permitted Transferee": Any Transferee of a Residual Certificate
other than a Disqualified Organization, a Plan, a Non-United States Person or a
United States Person with respect to whom income on the Residual Certificate is
allocable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of such Person or any other United States
Person.

            "Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

            "Plan": As defined in Section 5.02(c).

            "Plurality Residual Certificateholder": As to any taxable year of
either REMIC I or REMIC II, the Holder of Certificates holding the largest
Percentage Interest of the related Class of Residual Certificates.

            "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, 0% CPR (within the meaning of the
Prospectus), except that it is assumed that each ARD Loan is repaid on its
Anticipated Repayment Date.

            "Prepayment Interest Excess": With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part during any Collection
Period, which Principal Prepayment was applied to such Mortgage Loan following
such Mortgage Loan's Due Date in such Collection Period, the amount of interest
(net of the related Master Servicing Fee and if applicable, the Additional
Interest) accrued on the amount of such Principal Prepayment during the period
from and after such Due Date and ending on the date such Principal Prepayment
was applied to such Mortgage Loan, to the extent collected (exclusive of any
related Prepayment Premium or Yield Maintenance Charge actually collected).

            "Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part during any
Collection Period, which Principal Prepayment was applied to such Mortgage Loan
prior to such Mortgage Loan's Due Date in such Collection Period, the amount of
interest, to the extent not collected from the related Mortgagor (without regard
to any Prepayment Premium or Yield Maintenance Charge actually collected), that
would have accrued at a rate per annum equal to the sum of (x) the related Net
Mortgage Rate for such Mortgage Loan and (y) except with respect to the
Starrett-Lehigh Building Subordinate Loan, the Trustee Fee Rate, on the amount
of such Principal Prepayment during the period commencing on the date as of
which such Principal Prepayment was applied to such Mortgage Loan and ending on
the day immediately preceding such Due Date, inclusive.

            "Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

            "Primary Collateral": With respect to any Crossed Loan, that portion
of the Mortgaged Property designated as directly securing such Crossed Loan and
excluding any Mortgaged Property as to which the related lien may only be
foreclosed upon by exercise of the cross collateralization provisions of such
Crossed Loan.

            "Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate," then the
Master Servicer shall select an equivalent publication that publishes such
"prime rate"; and if such "prime rate" is no longer generally published or is
limited, regulated or administered by a governmental or quasi-governmental body,
then the Master Servicer shall select a comparable interest rate index. In
either case, such selection shall be made by the Master Servicer in its sole
discretion and the Master Servicer shall notify the Trustee and the Special
Servicer in writing of its selection.

            "Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the following:

            (a) the aggregate of the principal portions of all Scheduled
Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or
deemed due in respect of the Mortgage Loans (other than the Starrett-Lehigh
Building Subordinate Loan) for their respective Due Dates occurring during the
related Collection Period, to the extent not previously received or advanced
with respect to a Distribution Date prior to the related Collection Period;

            (b) the aggregate of all Principal Prepayments received on the
Mortgage Loans (other than the Starrett-Lehigh Building Subordinate Loan) during
the related Collection Period;

            (c) with respect to any Mortgage Loan (other than the
Starrett-Lehigh Building Subordinate Loan) as to which the related Stated
Maturity Date occurred during or prior to the related Collection Period, any
payment of principal (other than a Principal Prepayment) made by or on behalf of
the related Mortgagor during the related Collection Period (including any
Balloon Payment), net of any portion of such payment that represents a recovery
of the principal portion of any Scheduled Payment (other than a Balloon Payment)
due, or the principal portion of any Assumed Scheduled Payment deemed due, in
respect of such Mortgage Loan on a Due Date during or prior to the related
Collection Period and not previously recovered;

            (d) the aggregate of the principal portion of all Liquidation
Proceeds, Insurance Proceeds and, to the extent not otherwise included in clause
(a), (b) or (c) above, payments that were received on the related Mortgage Loans
(other than the Starrett-Lehigh Building Subordinate Loan) during the related
Collection Period and that were identified and applied by the Master Servicer
and/or Special Servicer as recoveries of principal of such Mortgage Loans, in
each case net of any portion of such amounts that represents a recovery of the
principal portion of any Scheduled Payment (other than a Balloon Payment) due,
or of the principal portion of any Assumed Scheduled Payment deemed due, in
respect of the related Mortgage Loan (other than the Starrett-Lehigh Building
Subordinate Loan) on a Due Date during or prior to the related Collection Period
and not previously recovered;

            (e) with respect to any REO Properties (other than the
Starrett-Lehigh Building Subordinate Loan or the portion of any REO Property
related to the Starrett-Lehigh Building Subordinate Loan), the aggregate of the
principal portions of all Assumed Scheduled Payments deemed due in respect of
the related REO Loans for their respective Due Dates occurring during the
related Collection Period;

            (f) with respect to any REO Properties (other than the portion of
any REO Property related to the Starrett-Lehigh Building Subordinate Loan), the
aggregate of all Liquidation Proceeds, Insurance Proceeds and REO Revenues that
were received during the related Collection Period on such REO Properties and
that were identified and applied by the Master Servicer and/or Special Servicer
as recoveries of principal of the related REO Loans (other than the
Starrett-Lehigh Building Subordinate Loan), in each case net of any portion of
such amounts that represents a recovery of the principal portion of any
Scheduled Payment (other than a Balloon Payment) due, or of the principal
portion of any Assumed Scheduled Payment deemed due, in respect of the related
REO Loan (other than the Starrett-Lehigh Building Subordinate Loan) or the
predecessor Mortgage Loan on a Due Date during or prior to the related
Collection Period and not previously recovered;

            (g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal Distribution Amount for
the immediately preceding Distribution Date, over the aggregate distributions of
principal made on the Sequential Pay Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01;

            (h) any amounts that were used to reimburse Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) from principal collections
on the Mortgage Loans (other than the Starrett-Lehigh Building Subordinate Loan)
pursuant to Section 3.05(a) hereof which are subsequently recovered on the
related Mortgage Loan (other than the Starrett-Lehigh Building Subordinate Loan)
with respect to the Distribution Date related to the period in which such
recovery occurs; less

            (i) the amount of any reimbursements of Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) that are paid or reimbursed
from principal collections on the Mortgage Loans (other than the Starrett-Lehigh
Building Subordinate Loan) pursuant to Section 3.05(a) hereof with respect to
such Distribution Date where such principal collections would have otherwise
been included in the Principal Distribution Amount for such Distribution Date.

            "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan or Companion Loan that is received in advance of
its scheduled Due Date; provided that it shall not include a payment of
principal that is accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month
of prepayment.

            "Privileged Person": Any Certificateholder, Certificate Owner, any
party hereto, any Person identified to the Trustee or the Master Servicer, as
applicable, as a prospective transferee of a Certificate or interest therein,
any Rating Agency, any Mortgage Loan Seller, any Companion Holder, any
Underwriter, any designee of the Depositor or any party hereto; provided that no
Certificate Owner or prospective transferee of a Certificate or interest therein
shall be considered a "Privileged Person" or be entitled to a password or
restricted access as contemplated by Section 3.15 or Section 4.02 unless such
Person has delivered to the Trustee or the Master Servicer, as applicable, a
certification in the form of Exhibit L-1 or Exhibit L-2, as applicable, which
certification is available on the Trustee's Internet Website.

            "Proposed Plan": As defined in Section 3.17(a)(iii).

            "Prospectus": The prospectus dated February 4, 2004, as supplemented
by the Prospectus Supplement, relating to the Registered Certificates.

            "Prospectus Supplement": The final prospectus supplement dated
February 12, 2004 of the Depositor relating to the registration of the
Registered Certificates under the Securities Act.

            "PTE 95-60": As defined in Section 5.02(c).

            "Purchase Option": As defined in Section 3.18(c).

            "Purchase Option Notice": As defined in Section 3.18(e).

            "Purchase Price": With respect to any Mortgage Loan (or REO Loan) to
be purchased by a Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase Agreement by the Majority Subordinate Certificateholder, the Companion
Holder or the Special Servicer as described in Section 3.18(c), 3.18(d) or
3.18(e) or by the Depositor, the Special Servicer, the Majority Subordinate
Certificateholder or the Master Servicer pursuant to Section 9.01, a cash price
equal to the outstanding principal balance of such Mortgage Loan (or REO Loan)
as of the date of purchase, together with (a) all accrued and unpaid interest on
such Mortgage Loan (or REO Loan) at the related Mortgage Rate to but not
including the Due Date in the Collection Period of purchase plus any accrued
interest on P&I Advances made with respect to such Mortgage Loan, (b) all
related and unreimbursed Servicing Advances plus any accrued and unpaid interest
thereon, (c) any reasonable costs and expenses, including, but not limited to,
the cost of any enforcement action, incurred by the Master Servicer, the Special
Servicer or the Trust Fund in connection with any such purchase by a Mortgage
Loan Seller (to the extent not included in clause (b) above) and (d) any other
Additional Trust Fund Expenses in respect of such Mortgage Loan (including any
Additional Trust Fund Expenses previously reimbursed or paid by the Trust Fund
but not so reimbursed by the related Mortgagor or other party or from Insurance
Proceeds or condemnation proceeds or any other collections in respect of the
Mortgage Loan or the related Mortgaged Property from a source other than the
Trust Fund), or in the case of any Co-Lender Loan, the purchase price specified
in the related Intercreditor Agreement; provided that the Purchase Price shall
not be reduced by any outstanding P&I Advance.

            "Qualified Bidder": As defined in Section 7.01(c).

            "Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction (i) with a minimum claims paying ability rating of at least "A3" by
Moody's and "A" by S&P (or the obligations of which are guaranteed or backed by
a company having such a claims paying ability), and (ii) with respect to the
fidelity bond and errors and omissions Insurance Policy required to be
maintained pursuant to Section 3.07(c), an insurance company that has a claims
paying ability rated no lower than two rating categories (without regard to
pluses or minuses or numerical qualifications) below the rating assigned to the
then highest rated outstanding Certificate (or, with respect to the required
Moody's rating, if not rated by Moody's, then at least "A-" by two other
nationally recognized statistical rating organizations (which may include S&P))
but in no event lower than "A" by S&P and "A3" by Moody's (or, if not rated by
Moody's, then at least "A-" by two other nationally recognized statistical
rating organizations (which may include S&P)), or, in the case of clauses (i)
and (ii), such other rating as each Rating Agency shall have confirmed in
writing will not cause such Rating Agency to downgrade, qualify or withdraw the
then-current rating assigned to any of the Certificates that are then currently
being rated by such Rating Agency.

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted
Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then-current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the representations and
warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii)
have an Environmental Assessment that indicates no adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Servicing File; (ix) have an original Debt
Service Coverage Ratio (calculated to include the additional debt from any
encumbrance) of not less than the original Debt Service Coverage Ratio
(calculated to include the additional debt from any encumbrance) of the deleted
Mortgage Loan and a current Debt Service Coverage Ratio (calculated to include
the additional debt from any encumbrance) of not less than the current Debt
Service Coverage Ratio (calculated to include the additional debt from any
encumbrance) of the deleted Mortgage Loan; (x) be determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date two years prior to the Rated Final
Distribution Date; (xii) not be substituted for a deleted Mortgage Loan unless
the Trustee has received prior confirmation in writing by each Rating Agency
that such substitution will not result in the withdrawal, downgrade, or
qualification of the rating assigned by the Rating Agency to any Class of
Certificates then rated by the Rating Agency (the cost, if any, of obtaining
such confirmation to be paid by the Mortgage Loan Seller); (xiii) have a date of
origination that is not more than 12 months prior to the date of substitution;
(xiv) have been approved by the Controlling Class Representative (or, if there
is no Controlling Class Representative then serving, by the Holders of
Certificates representing a majority of the Voting Rights allocated to the
Controlling Class) and (xv) not be substituted for a deleted Mortgage Loan if it
would result in the termination of the REMIC status of either REMIC I or REMIC
II or the imposition of tax on any of such REMICs other than a tax on income
expressly permitted or contemplated to be received by the terms of this
Agreement, as determined by an Opinion of Counsel (at the applicable Mortgage
Loan Seller's expense) and (xvi) become a part of the same Loan Group as the
deleted Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more deleted Mortgage Loans, then the amounts described
in clause (i) shall be determined on the basis of aggregate principal balances
and the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided that no Mortgage Loan shall have a Net Mortgage Rate
that is less than the highest Pass-Through Rate of any Class of Sequential Pay
Certificates bearing a fixed rate. When a Qualified Substitute Mortgage Loan is
substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller
shall certify that the Mortgage Loan meets all of the requirements of the above
definition and shall send such certification to the Trustee. A Qualified
Substitute Mortgage Loan may not be substituted for either the Starrett-Lehigh
Building Mortgage Loan or the Starrett-Lehigh Building Subordinate Loan.

            "Rated Final Distribution Date": The Distribution Date in February,
2041, the first Distribution Date after the 24th month following the end of the
amortization term for the Mortgage Loan that, as of the Cut-Off Date, has the
longest remaining amortization term.

            "Rating Agency": Each of Moody's and S&P.

            "Realized Loss": With respect to: (1) each Defaulted Mortgage Loan
as to which a Final Recovery Determination has been made, or with respect to any
successor REO Loan as to which a Final Recovery Determination has been made as
to the related REO Property, an amount (not less than zero) equal to (a) the
unpaid principal balance of such Mortgage Loan or REO Loan, as the case may be,
as of the commencement of the Collection Period in which the Final Recovery
Determination was made, plus (b) without taking into account the amount
described in subclause (1)(d) of this definition, all accrued but unpaid
interest on such Mortgage Loan or such REO Loan, as the case may be, at the
related Mortgage Rate to but not including the Due Date in the Collection Period
in which the Final Recovery Determination was made (exclusive of any portion
thereof that constitutes default interest in excess of the Mortgage Rate,
Additional Interest, Prepayment Premiums or Yield Maintenance Charges), plus (c)
any related unreimbursed Servicing Advances and any unreimbursed interest on any
Advances as of the commencement of the Collection Period in which the Final
Recovery Determination was made, together with any new related Servicing
Advances made during such Collection Period, minus (d) all payments and
proceeds, if any, received in respect of such Mortgage Loan or the REO Property
that relates to such REO Loan, as the case may be, during the Collection Period
in which such Final Recovery Determination was made; (2) each defaulted Mortgage
Loan as to which any portion of the principal or previously accrued interest
(other than Additional Interest and Penalty Interest) payable thereunder was
canceled in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Special Servicer pursuant to Section 3.20, the
amount of such principal and/or interest so canceled; (3) each Mortgage Loan as
to which the Mortgage Rate thereon has been permanently reduced and not
recaptured for any period in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant to Section
3.20, the amount of the consequent reduction in the interest portion of each
successive Periodic Payment due thereon (each such Realized Loss shall be deemed
to have been incurred on the Due Date for each affected Periodic Payment); and
(4) each Mortgage Loan for which a Final Recovery Determination has been made,
to the extent not included in clause (1) above, Nonrecoverable Advances
(including interest on such Nonrecoverable Advance) to the extent amounts have
been paid from the Principal Distribution Amount pursuant to Section 3.05(a)
hereof.

            "Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

            "Registered Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class B, Class C, Class D or Class E Certificate.

            "Regular Certificate": Any REMIC II Certificate other than a Class
R-II Certificate.

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum is equal to
the Prime Rate.

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code.

            "REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 8.14.

            "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made and, consisting
of: (i) all of the Mortgage Loans as from time to time are subject to this
Agreement and all payments under and proceeds of such Mortgage Loans received
after the Closing Date (excluding all Additional Interest on such Mortgage
Loans), together with all documents included in the related Mortgage Files and
any related Escrow Payments and Reserve Funds; (ii) all amounts held from time
to time in the Interest Reserve Account and, to the extent related to REMIC I,
the Certificate Account, the Distribution Account, the Class SL Distribution
Account, the Gain-on-Sale Reserve Account and any REO Account; (iii) any REO
Property acquired in respect of a Mortgage Loan; (iv) the rights of the
Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of each
of the Mortgage Loan Purchase Agreements with respect to such Mortgage Loans;
and (v) the rights of the mortgagee under all Insurance Policies with respect to
such Mortgage Loans, in each case exclusive of the interest of the holder of a
Companion Loan therein.

            "REMIC I Principal Balance": The principal amount of any REMIC I
Regular Interest outstanding as of any date of determination. As of the Closing
Date, the REMIC I Principal Balance of each REMIC I Regular Interest shall equal
the Original Class Principal Balance of the corresponding Class of Sequential
Pay Certificates as set forth in the Preliminary Statement hereto. On each
Distribution Date, the REMIC I Principal Balance of each REMIC I Regular
Interest shall be permanently reduced by all distributions of principal deemed
to have been made in respect of such REMIC I Regular Interest on such
Distribution Date pursuant to Section 4.01(i), and shall be further permanently
reduced on such Distribution Date by all Realized Losses and Additional Trust
Fund Expenses deemed to have been allocated thereto on such Distribution Date
pursuant to Section 4.04(b) and shall be increased on such Distribution Date by
Certificate Deferred Interest deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(c).

            "REMIC I Regular Interest": Any of the separate uncertificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I, as described in the Preliminary Statement hereto.

            "REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest, other than REMIC I Regular Interest LSL, for any Distribution Date,
the Weighted Average Net Mortgage Rate and with respect to REMIC I Regular
Interest LSL for any Distribution Date, the Pass-Through Rate of the Class SL
Certificates.

            "REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests and all amounts held from time to time, to the extent
related to REMIC II, in the Distribution Account or the Class SL Distribution
Account conveyed in trust to the Trustee for the benefit of REMIC II, as holder
of the REMIC I Regular Interests, and the Holders of the Class R-II Certificates
pursuant to Section 2.08, with respect to which a separate REMIC election is to
be made.

            "REMIC II Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class A-1A, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class X-C, Class X-P, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class SL or Class R-II Certificate.

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

            "REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Lennar
Partners, Inc. / Wachovia Bank, National Association, as Special Servicer, in
trust for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2004-C10."

            "REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09.

            "REO Disposition": The sale or other disposition of any REO Property
pursuant to Section 3.18(h).

            "REO Extension": As defined in Section 3.16(a).

            "REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
be outstanding for so long as the related REO Property remains part of REMIC I
and deemed to provide for Periodic Payments of principal and/or interest equal
to its Assumed Scheduled Payment and otherwise to have the same terms and
conditions as its predecessor Mortgage Loan (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan and the
acquisition of the related REO Property as part of the Trust Fund). Each REO
Loan shall be deemed to have an initial unpaid principal balance and Stated
Principal Balance equal to the unpaid principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan (or, if applicable,
Companion Loan) as of the date of the related REO Acquisition. All Scheduled
Payments (other than a Balloon Payment), Assumed Scheduled Payments (in the case
of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment) and
other amounts due and owing, or deemed to be due and owing, in respect of the
predecessor Mortgage Loan as of the date of the related REO Acquisition, shall
be deemed to continue to be due and owing in respect of an REO Loan. In
addition, Nonrecoverable Advances (including interest on such Nonrecoverable
Advances) with respect to such REO Loan that were paid from collections on the
Mortgage Loans and resulted in principal distributed to the Certificateholders
being reduced pursuant to Section 3.05(a) hereof, shall be deemed outstanding
until recovered or until a Final Recovery Determination is made. Collections in
respect of each REO Loan (after provision for amounts to be applied to the
payment of, or to be reimbursed to the Master Servicer, the Special Servicer, or
the Trustee for the payment of, the costs of operating, managing, selling,
leasing and maintaining the related REO Property or for the reimbursement of the
Master Servicer, the Special Servicer or the Trustee for other related Servicing
Advances as provided in this Agreement) shall be treated: first, as a recovery
of Nonrecoverable Advances (including interest on such Nonrecoverable Advance)
with respect to such REO Loan, that were paid from collections on the Mortgage
Loans and resulted in principal distributed to the Certificateholders being
reduced pursuant to Section 3.05(a) hereof; second, as a recovery of accrued and
unpaid interest on such REO Loan at the related Mortgage Rate to but not
including the Due Date in the Collection Period of receipt (exclusive of any
portion thereof that constitutes Additional Interest); third, as a recovery of
principal of such REO Loan to the extent of its entire unpaid principal balance;
and fourth, in accordance with the normal servicing practices of the Master
Servicer, as a recovery of any other amounts due and owing in respect of such
REO Loan, including, without limitation, (i) Yield Maintenance Charges,
Prepayment Premiums and Penalty Interest and (ii) Additional Interest and other
amounts, in that order. Notwithstanding the foregoing, all amounts payable or
reimbursable to the Master Servicer, the Special Servicer or the Trustee in
respect of the predecessor Mortgage Loan as of the date of the related REO
Acquisition, including, without limitation, any unpaid Servicing Fees and any
unreimbursed Servicing Advances and P&I Advances, together with any interest
accrued and payable to the Master Servicer, the Special Servicer or the Trustee
in respect of such Servicing Advances and P&I Advances in accordance with
Sections 3.03(d) and 4.03(d), shall continue to be payable or reimbursable to
the Master Servicer, the Special Servicer or the Trustee, as the case may be, in
respect of an REO Loan pursuant to Section 3.05(a).

            "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders (subject to the
related Intercreditor Agreement with respect to a Mortgaged Property securing a
Loan Pair) through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in accordance with applicable law in connection with the default or
imminent default of a Mortgage Loan.

            "REO Revenues": All income, rents, profits and proceeds derived from
the ownership, operation or leasing of any REO Property.

            "REO Tax": As defined in Section 3.17(a)(i).

            "Request for Release": A request signed by a Servicing Officer, as
applicable, of the Master Servicer in the form of Exhibit D-1 attached hereto or
of the Special Servicer in the form of Exhibit D-2 attached hereto.

            "Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the Special Servicer

            "Required Appraisal Date": With respect to any Required Appraisal
Mortgage Loan, the earliest date on which any of the items specified in clauses
(i) through (vi) of the first paragraph of the definition of Required Appraisal
Mortgage Loan occurs.

            "Required Appraisal Mortgage Loan": Each Mortgage Loan (including
the Pari Passu Mortgage Loans) (i) that is sixty (60) days or more delinquent in
respect of any Periodic Payments, (ii) that becomes an REO Loan, (iii) that has
been modified by the Special Servicer to reduce the amount of any Periodic
Payment (other than a Balloon Payment), (iv) with respect to which a receiver is
appointed and continues in such capacity in respect of the related Mortgaged
Property, (v) with respect to which a Mortgagor declares bankruptcy or with
respect to which the related Mortgagor is subject to a bankruptcy proceeding or
(vi) with respect to which any Balloon Payment on such Mortgage Loan (including
the Pari Passu Mortgage Loans) has not been paid by its scheduled maturity date
unless the Master Servicer has on or prior to the due date of such Balloon
Payment, received written evidence from an institutional lender of such lender's
binding commitment to refinance such Mortgage Loan within 60 days after the Due
Date of such Balloon Payment (provided that if such refinancing does not occur
during such time specified in the commitment, the related Mortgage Loan
(including the Pari Passu Mortgage Loans) will immediately become a Required
Appraisal Mortgage Loan); provided, however, that a Required Appraisal Mortgage
Loan will cease to be a Required Appraisal Mortgage Loan:

            (a) with respect to the circumstances described in clauses (i) and
(iii) above, when the related Mortgagor has made three consecutive full and
timely Periodic Payments under the terms of such Mortgage Loan (including the
Pari Passu Mortgage Loans) (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or by reason of a modification, waiver or amendment granted or agreed
to by the Special Servicer pursuant to Section 3.20); and

            (b) with respect to the circumstances described in clauses (iv), (v)
and (vi) above, when such circumstances cease to exist in the good faith
reasonable judgment of the Special Servicer and in accordance with the Servicing
Standard, but, with respect to any bankruptcy or insolvency proceedings
described in clauses (iv) and (v), no later than the entry of an order or decree
dismissing such proceeding, and with respect to the circumstances described in
clause (vi) above, no later than the date that the Special Servicer agrees to an
extension pursuant to Section 3.20 hereof;

so long as at that time no circumstance identified in clauses (i) through (vi)
above exists that would cause the Mortgage Loan (including the Pari Passu
Mortgage Loans) to continue to be characterized as a Required Appraisal Mortgage
Loan.

            "Required Appraisal Value": An amount equal to 90% of the Appraised
Value (net of any prior liens and estimated liquidation expenses) of the
Mortgaged Property related to the subject Required Appraisal Mortgage Loan as
determined by a Required Appraisal or letter update or internal valuation, if
applicable; provided that for purposes of determining any Appraisal Reduction
Amount in respect of such Required Appraisal Mortgage Loan, such Appraisal
Reduction Amount shall be amended annually to reflect the Required Appraisal
Value determined pursuant to any Required Appraisal or letter update or internal
valuation, if applicable, of a Required Appraisal conducted subsequent to the
original Required Appraisal performed pursuant to Section 3.09(a).

            "Reserve Account": The account or accounts created and maintained
pursuant to Section 3.03(f).

            "Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor to be held in escrow by or on behalf of the
mortgagee representing reserves for environmental remediation, repairs, capital
improvements, tenant improvements and/or leasing commissions with respect to the
related Mortgaged Property.

            "Residual Certificate": A Class R-I Certificate or Class R-II
Certificate.

            "Responsible Officer": When used with respect to (i) the initial
Trustee, any officer or assistant officer in the Corporate Trust Services Group
of the initial Trustee, and (ii) any successor trustee, any officer or assistant
officer in the corporate trust department of the successor trustee, or any other
officer or assistant officer of the successor trustee customarily performing
functions similar to those performed by any of the above designated officers to
whom a particular matter is referred by the successor trustee because of such
officer's knowledge of and familiarity with the particular subject.

            "Restricted Servicer Reports": Each of the CMSA Servicer Watchlist,
CMSA Operating Statement Analysis, CMSA NOI Adjustment Worksheet and CMSA
Comparative Financial Status Report. If a Restricted Servicer Report is filed
with the Commission, it shall thereafter be an Unrestricted Servicer Report.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest. If neither such
Rating Agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee, the Master Servicer and the Special Servicer, and
specific ratings of S&P herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

            "Sarbanes Oxley Act":  The Sarbanes Oxley Act of 2002.

            "Scheduled Payment": With respect to any Mortgage Loan, for any Due
Date following the Cut-Off Date as of which it is outstanding, the scheduled
Periodic Payment of principal and interest (other than Additional Interest) on
such Mortgage Loan that is or would be, as the case may be, payable by the
related Mortgagor on such Due Date under the terms of the related Mortgage Note
as in effect on the Closing Date, without regard to any subsequent change in or
modification of such terms in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant to Section
3.20 or acceleration of principal by reason of default, and assuming that each
prior Scheduled Payment has been made in a timely manner.

            "Securities Act": The Securities Act of 1933, as amended.

            "Senior Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class A-1A or Class X Certificate.

            "Senior Loans": With respect to any Pari Passu Mortgage Loan, such
Pari Passu Mortgage Loan collectively with the related Pari Passu Companion
Loans.

            "Sequential Pay Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-4, Class A-1A, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O or Class P
Certificate.

            "Servicer Fee Amount": With respect to each Sub-Servicer and any
date of determination, the aggregate of the products obtained by multiplying,
for each Mortgage Loan serviced by such Sub-Servicer, (a) the Stated Principal
Balance of such Mortgage Loan as of the end of the immediately preceding
Collection Period and (b) the servicing fee rate specified in the related
Sub-Servicing Agreement for such Mortgage Loan. With respect to the Master
Servicer and any date of determination, the aggregate of the products obtained
by multiplying, for each Mortgage Loan (a) the Stated Principal Balance of such
Mortgage Loan as of the end of the immediately preceding Collection Period and
(b) the difference between the Master Servicing Fee Rate for such Mortgage Loan
over the servicing fee rate (if any) applicable to such Mortgage Loan as
specified in any Sub-Servicing Agreement related to such Mortgage Loan.

            "Servicer Reports": Any of the Restricted Servicer Reports, the
Unrestricted Servicer Reports, the CMSA Loan Setup File, the CMSA Loan Periodic
Update File, the CMSA Financial File and the CMSA Property File.

            "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03(a).

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by or on behalf of the Master Servicer,
the Special Servicer or the Trustee in connection with the servicing of a
Mortgage Loan or Companion Loan, or in connection with the administration of any
REO Property, including, but not limited to, the cost of (a) compliance with the
obligations of the Master Servicer and the Special Servicer, if any, set forth
in Section 3.02 and Section 3.03(c), (b) the preservation, insurance,
restoration, protection and management of a Mortgaged Property, including the
cost of any "forced placed" insurance policy purchased by the Master Servicer to
the extent such cost is allocable to a particular Mortgaged Property that the
Master Servicer or the Special Servicer is required to cause to be insured
pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds or any
Liquidation Proceeds of the nature described in clauses (i) through (v) of the
definition of "Liquidation Proceeds," (d) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including, without limitation,
foreclosures, (e) any Required Appraisal or other appraisal expressly required
or permitted to be obtained hereunder, (f) the operation, management,
maintenance and liquidation of any REO Property, including, without limitation,
appraisals and compliance with Section 3.16(a) (to the extent not covered by
available funds in the REO Account) and Section 3.20(h) (to the extent not paid
by the related Mortgagor) and (g) compliance with the obligations of the Master
Servicer or the Trustee set forth in Section 2.03(a) or (b). Notwithstanding
anything to the contrary, "Servicing Advances" shall not include allocable
overhead of the Master Servicer or the Special Servicer, such as costs for
office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses or costs and
expenses incurred by any such party in connection with its purchase of a
Mortgage Loan or REO Property, or costs or expenses expressly required to be
borne by the Master Servicer or Special Servicer without reimbursement pursuant
to the terms of this Agreement.

            "Servicing Fees": With respect to each Mortgage Loan, Companion Loan
and REO Loan, the Master Servicing Fee and the Special Servicing Fee.

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Mortgagor in connection with, or relating to the
origination and servicing of any Mortgage Loan or Companion Loan which are
reasonably required for the ongoing administration of the Mortgage Loan and the
Companion Loan including management agreements, cash management agreements,
lockbox agreements, franchise agreements, franchise comfort letters (and
evidence of required notification of transfer), appraisals, surveys, engineering
reports, environmental reports, operation and maintenance (O&M) plans, financial
statements, leases, rent rolls and tenant estoppels.

            "Servicing Officer": Any officer or employee of the Master Servicer
or the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans, whose name and specimen signature appear on a
list of servicing officers furnished by such party to the Trustee and the
Depositor on the Closing Date, as such list may be amended from time to time.

            "Servicing-Released Bid": As defined in Section 7.01(c).

            "Servicing-Retained Bid": As defined in Section 7.01(c).

            "Servicing Standard": With respect to the Master Servicer or the
Special Servicer, as applicable, the servicing and administration of the
Mortgage Loans and Companion Loans for which it is responsible hereunder (a) in
the same manner in which, and with the same care, skill, prudence and diligence
with which, the Master Servicer or the Special Servicer, as the case may be,
generally services and administers similar mortgage loans with similar borrowers
(i) for other third-parties, giving due consideration to customary and usual
standards of practice of prudent institutional commercial mortgage lenders
servicing their own loans or (ii) held in its own portfolio, whichever standard
is higher, (b) with a view to the maximization of the recovery on such Mortgage
Loan on a net present value basis and the best interests of the
Certificateholders and the Trust Fund or, if a Loan Pair is involved, with a
view towards the maximization of recovery on such Loan Pair to the Trust Fund
and the Certificateholders (and in the case of any AB Mortgage Loans or the
Starrett-Lehigh Building Whole Loan, the holder of the Regular Certificates, the
holder of the Class SL Certificates or the related Companion Holder, as
applicable (as a collective whole, taking into account that the AB Companion
Loans are subordinate to the related AB Mortgage Loans and the Pari Passu
Companion Loans are pari passu in right of payment with the related Pari Passu
Mortgage Loan, in each case to the extent set forth in the related Intercreditor
Agreement)) and (c) without regard to (i) any relationship that the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof
may have with the related Mortgagor, the Depositor, any Mortgage Loan Seller or
any other party to the transaction or any Affiliate thereof; (ii) the ownership
of any Certificate or Companion Loan (or other interest in any Mortgage Loan or
Starrett-Lehigh Building Pari Passu Loan Securities) by the Master Servicer or
the Special Servicer, as the case may be, or by any Affiliate thereof; (iii) the
right of the Master Servicer or the Special Servicer, as the case may be, to
receive compensation or other fees for its services rendered pursuant to this
Agreement; (iv) the obligations of the Master Servicer to make Advances; (v) the
ownership, servicing or management by the Master Servicer or the Special
Servicer or any Affiliate thereof for others of any other mortgage loans or
mortgaged property; (vi) any obligation of the Master Servicer or any Affiliate
of the Master Servicer to repurchase or substitute a Mortgage Loan as a Mortgage
Loan Seller; (vii) any obligation of the Master Servicer or any Affiliate of the
Master Servicer to cure a breach of a representation and warranty with respect
to a Mortgage Loan; and (viii) any debt the Master Servicer or Special Servicer
or any Affiliate of either has extended to any Mortgagor or any Affiliate of
such Mortgagor.

            "Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the events described in clauses (a) through (g) of the
definition of "Specially Serviced Mortgage Loan".

            "Similar Law": As defined in Section 5.02(c).

            "Single Certificate": For purposes of Section 4.02, a hypothetical
Certificate of any Class of Regular Certificates evidencing a $1,000
denomination.

            "Special Servicer": With respect to each Mortgage Loan other than
the 11 Madison Avenue Loan, Lennar Partners, Inc., and with respect to the 11
Madison Avenue Loan, Wachovia Bank, National Association, or, in each case, any
successor special servicer appointed as herein provided. Unless otherwise
explicitly stated, when used in this Agreement, the term "Special Servicer"
shall refer to Wachovia Bank, National Association with respect to the 11
Madison Avenue Loan, and Lennar Partners, Inc. with respect to each Mortgage
Loan other than the 11 Madison Avenue Loan and the rights, powers and
obligations of the Special Servicer described herein shall refer to Wachovia
Bank, National Association with respect to the 11 Madison Avenue Loan, and
Lennar Partners, Inc. with respect to each Mortgage Loan other than the 11
Madison Avenue Loan.

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, the fee designated as such and payable to the
Special Servicer pursuant to the first paragraph of Section 3.11(c).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum.

            "Specially Serviced Mortgage Loan": Any Mortgage Loan or Companion
Loan as to which any of the following events have occurred:

            (a) the related Mortgagor shall have (i) failed to make when due any
Balloon Payment unless the Master Servicer has, on or prior to the due date of
such Balloon Payment, received written evidence from an institutional lender of
such lender's binding commitment to refinance such Mortgage Loan or Companion
Loan within 60 days after the due date of such Balloon Payment (provided that if
such refinancing does not occur during such time specified in the commitment,
the related Mortgage Loan will immediately become a Specially Serviced Mortgage
Loan), or (ii) failed to make when due any Periodic Payment (other than a
Balloon Payment), and such failure has continued unremedied for 60 days, unless,
with respect to the Starrett-Lehigh Building Loan only, the Class SL Controlling
Holder has cured such delinquency pursuant to the Starrett-Lehigh Building
Intercreditor Agreement or, with respect to the 11 Madison Avenue Loan only, the
holders of the 11 Madison Avenue Subordinate Loans have cured such delinquency
pursuant to the 11 Madison Avenue Intercreditor Agreement; or

            (b) the Master Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the Controlling Class Representative (or
with respect to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh
Building Representative, or with respect to the 11 Madison Avenue Whole Loan,
the 11 Madison Avenue Controlling Holder)) shall have determined, in its good
faith reasonable judgment and in accordance with the Servicing Standard, based
on communications with the related Mortgagor, that a default in making a
Periodic Payment (including a Balloon Payment) or any other default under the
applicable loan documents that would (with respect to such other default)
materially impair the value of the Mortgaged Property as security for the
Mortgage Loan and, if applicable, Companion Loan or otherwise would materially
adversely affect the interests of Certificateholders and would continue
unremedied beyond the applicable grace period under the terms of the Mortgage
Loan (or, if no grace period is specified, for 60 days; provided that a default
that would give rise to an acceleration right without any grace period shall be
deemed to have a grace period equal to zero) is likely to occur and is likely to
remain unremedied for at least 60 days; or

            (c) there shall have occurred a default (other than as described in
clause (a) above) that the Master Servicer or Special Servicer shall have
determined, in its good faith and reasonable judgment and in accordance with the
Servicing Standard, materially impairs the value of the Mortgaged Property as
security for the Mortgage Loan and, if applicable, Companion Loan or otherwise
materially adversely affects the interests of Certificateholders and that
continues unremedied beyond the applicable grace period under the terms of the
Mortgage Loan (or, if no grace period is specified, for 60 days; provided that a
default that gives rise to an acceleration right without any grace period shall
be deemed to have a grace period equal to zero); provided, however, that, in the
event the Special Servicer determines that the related Mortgagor does not need
to maintain terrorism insurance as provided in Section 3.07(a), no default
related to the failure to obtain such insurance shall be deemed to be
outstanding for purposes of this clause (c); or

            (d) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or the appointment
of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
related Mortgagor; provided that, if such decree or order is discharged,
dismissed or stayed within 60 days it shall not be a Specially Serviced Mortgage
Loan (and no Special Servicing Fees shall be payable); or

            (e) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to
such Mortgagor or of or relating to all or substantially all of its property; or

            (f) the related Mortgagor shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take advantage of
any applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend payment of
its obligations; or

            (g) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to the related
Mortgaged Property;

provided, however, that a Companion Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related Co-Lender Loan becomes a Specially
Serviced Mortgage Loan and a Co-Lender Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related Companion Loan becomes a Specially
Serviced Mortgage Loan; provided, further, however, that a Mortgage Loan or
Companion Loan will cease to be a Specially Serviced Mortgage Loan:

            (i) with respect to the circumstances described in clause (a) above,
when the related Mortgagor has made three consecutive full and timely Periodic
Payments under the terms of such Mortgage Loan and Companion Loan (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or by reason of a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section
3.20);

            (ii) with respect to the circumstances described in clauses (b),
(d), (e) and (f) above, when such circumstances cease to exist in the good faith
reasonable judgment of the Special Servicer and in accordance with the Servicing
Standard, but, with respect to any bankruptcy or insolvency proceedings
described in clauses (d), (e) and (f), no later than the entry of an order or
decree dismissing such proceeding;

            (iii) with respect to the circumstances described in clause (c)
above, when such default is cured; and

            (iv) with respect to the circumstances described in clause (g)
above, when such proceedings are terminated;

so long as at that time no circumstance identified in clauses (a) through (g)
above exists that would cause the Mortgage Loan (or, with respect to a Co-Lender
Loan, the related Companion Loan, or, with respect to a Companion Loan, the
related Co-Lender Loan) to continue to be characterized as a Specially Serviced
Mortgage Loan and provided no additional default is foreseeable in the
reasonable good faith judgment of the Special Servicer.

            "Starrett-Lehigh Building Control Appraisal Period": A
"Starrett-Lehigh Building Control Appraisal Period" will exist with respect to
the Starrett-Lehigh Building Whole Loan, if and for so long as a "Control
Appraisal Period" has occurred and is continuing pursuant to the Starrett-Lehigh
Building Intercreditor Agreement.

            "Starrett-Lehigh Building Event of Default": An "Event of Default"
as defined under the Starrett-Lehigh Building Whole Loan documents.

            "Starrett-Lehigh Building Intercreditor Agreement": The
Intercreditor and Servicing Agreement, dated as of January 2, 2004, by and among
Wachovia Bank, National Association, as Note A-1 Holder, Wachovia Bank, National
Association, as Note A-2 Holder and Wachovia Bank, National Association, as Note
B Holder.

            "Starrett-Lehigh Building Loan": With respect to the Starrett-Lehigh
Building Whole Loan, the mortgage loan which is included in the Trust Fund
(identified as loan number 3 on the Mortgage Loan Schedule), which is senior in
right of payment to the related Starrett-Lehigh Building Subordinate Loan and
pari passu in right of payment to the Starrett-Lehigh Building Pari Passu Loan
to the extent set forth in the Starrett-Lehigh Building Intercreditor Agreement.

            "Starrett-Lehigh Building Mezzanine Intercreditor Agreement": The
Intercreditor Agreement, dated as of January 2, 2004, by and among Wachovia
Bank, National Association, as Senior Lender and SL Green West 26th Funding LLC,
as Mezzanine Lender.

            "Starrett-Lehigh Building Mezzanine Lender": The Mezzanine Lender
pursuant to the Starrett-Lehigh Building Mezzanine Intercreditor Agreement.

            "Starrett-Lehigh Building Mortgaged Property": The mortgaged
property which secures the Starrett-Lehigh Building Whole Loan.

            "Starrett-Lehigh Building Pari Passu Loan": With respect to the
Starrett-Lehigh Building Whole Loan, the related promissory note made by the
related Mortgagor and secured by the Mortgage on the Starrett-Lehigh Building
Mortgaged Property, which is not included in the Trust Fund, that is senior in
right of payment to the Starrett-Lehigh Building Subordinate Loan and pari passu
in right of payment with the Starrett-Lehigh Building Loan to the extent set
forth in the Starrett-Lehigh Building Whole Loan and as provided in the
Starrett-Lehigh Building Intercreditor Agreement.

            "Starrett-Lehigh Building Pari Passu Loan Securities": For so long
as the Starrett-Lehigh Building Loan, the Starrett-Lehigh Building Subordinate
Loan or a successor REO Mortgage Loan with respect to the Starrett-Lehigh
Building Loan or the Starrett-Lehigh Building Subordinate Loan is part of the
Trust Fund, any class of securities backed, wholly or partially, by the
Starrett-Lehigh Building Pari Passu Loan.

            "Starrett-Lehigh Building Representative": As defined in Section
3.25(g).

            "Starrett-Lehigh Building Senior Loans": Collectively, the
Starrett-Lehigh Building Loan and the Starrett-Lehigh Building Pari Passu Loan.

            "Starrett-Lehigh Building Subordinate Loan": With respect to the
Starrett-Lehigh Building Whole Loan, the related promissory note made by the
related Mortgagor and secured by the Mortgage on the Starrett-Lehigh Building
Mortgaged Property and designated as promissory note B, which is included in the
Trust Fund and which is subordinate in right of payment to the Starrett-Lehigh
Building Senior Loans to the extent set forth in the Starrett-Lehigh Building
Intercreditor Agreement.

            "Starrett-Lehigh Building Whole Loan": The Starrett-Lehigh Building
Loan, together with the Starrett-Lehigh Building Subordinate Loan and the
Starrett-Lehigh Building Pari Passu Loan, each of which is secured by the same
Mortgage on the Starrett-Lehigh Building Mortgaged Property. References herein
to the Starrett-Lehigh Building Whole Loan shall be construed to refer to the
aggregate indebtedness under the Starrett-Lehigh Building Senior Loans and the
Starrett-Lehigh Building Subordinate Loan.

            "Startup Day": With respect to each of REMIC I and REMIC II, the day
designated as such in Section 10.01(c).

            "State and Local Taxes": Taxes imposed by the States of New York and
North Carolina and by any other state or local taxing authorities as may, by
notice to the Trustee, assert jurisdiction over the trust fund or any portion
thereof, or which, according to an Opinion of Counsel addressed to the Trustee,
have such jurisdiction.

            "Stated Maturity Date": With respect to any Mortgage Loan, the Due
Date specified in the Mortgage Note (as in effect on the Closing Date) on which
the last payment of principal is due and payable under the terms of the Mortgage
Note (as in effect on the Closing Date), without regard to any change in or
modification of such terms in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant to Section
3.20 and, in the case of an ARD Loan, without regard to its Anticipated
Repayment Date.

            "Stated Principal Balance": With respect to any Mortgage Loan as of
any date of determination, an amount (which amount shall not be less than zero)
equal to (x) the Cut-Off Date Balance of such Mortgage Loan (or, in the case of
a Qualified Substitute Mortgage Loan, the unpaid principal balance after
application of all principal payments due on or before the related date of
substitution, whether or not received), plus (y) any Mortgage Deferred Interest
added to the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Collection Period minus (z) the sum of:

            (i) the principal portion of each Periodic Payment due on such
Mortgage Loan after the Cut-Off Date or the related date of substitution, as the
case may be, to the extent received from the Mortgagor or advanced by the Master
Servicer and distributed to Certificateholders on or before such date of
determination;

            (ii) all Principal Prepayments received with respect to such
Mortgage Loan after the Cut-Off Date or the related date of substitution, as the
case may be, to the extent distributed to Certificateholders on or before such
date of determination;

            (iii) the principal portion of all Insurance Proceeds and
Liquidation Proceeds received with respect to such Mortgage Loan after the
Cut-Off Date or the related date of substitution, as the case may be, to the
extent distributed to Certificateholders on or before such date of
determination;

            (iv) the principal portion of any Realized Loss incurred in respect
of such Mortgage Loan during the related Collection Period; and

            (v) any amount of reduction in the outstanding principal balance of
such Mortgage Loan resulting from a Deficient Valuation that occurred prior to
the end of the Collection Period for the most recent Distribution Date.

            With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the sum of:

            (i) the principal portion of any P&I Advance made with respect to
the predecessor Mortgage Loan on or after the date of the related REO
Acquisition, to the extent distributed to Certificateholders on or before such
date of determination; and

            (ii) the principal portion of all Insurance Proceeds, Liquidation
Proceeds and REO Revenues received with respect to such REO Loan, to the extent
distributed to Certificateholders on or before such date of determination.

            A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders. In addition, to the
extent that principal from general collections is used to reimburse
Nonrecoverable Advances pursuant to Section 3.05(a) hereof with respect to a
Mortgage Loan which is not the Mortgage Loan in respect of which such
Nonrecoverable Advance was made, and such amount has not been included as part
of the Principal Distribution Amount, such amount shall continue to be deemed to
be distributed for purposes of calculating the Stated Principal Balance.
Notwithstanding the foregoing, if any Mortgage Loan is paid in full, liquidated
or otherwise removed from the Trust Fund, commencing as of the first
Distribution Date following the Collection Period during which such event
occurred, the Stated Principal Balance of such Mortgage Loan will be zero.

            With respect to any Companion Loan (other than the Starrett-Lehigh
Building Subordinate Loan) on any date of determination, the Stated Principal
Balance shall equal the unpaid principal balance of such Companion Loan.

            "Subordinated Certificate": Any Class B, Class C, 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 Z-I, Class Z-II, Class Z-III, Class R-I or Class R-II
Certificate.

            "Sub-Servicer": Any Person with which the Master Servicer or the
Special Servicer has entered into a Sub-Servicing Agreement.

            "Sub-Servicing Agreement": The written contract between the Master
Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the
other hand, relating to servicing and administration of Mortgage Loans as
provided in Section 3.22.

            "Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(a) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan (other than the Starrett-Lehigh Building
Subordinate Loan) being replaced calculated as of the date of substitution over
the Stated Principal Balance of the related Qualified Substitute Mortgage Loan
as of the date of substitution. In the event that one or more Qualified
Substitute Mortgage Loans are substituted (at the same time) for one or more
deleted Mortgage Loans (other than the Starrett-Lehigh Building Subordinate
Loan), the Substitution Shortfall Amount shall be determined as provided in the
preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan or Mortgage Loans being replaced and the aggregate Stated Principal
Balances of the related Qualified Substitute Mortgage Loan or Mortgage Loans.

            "Successful Bidder":  As defined in Section 7.01(c).

            "Tax Matters Person": With respect to each of REMIC I and REMIC II,
the Person designated as the "tax matters person" of such REMIC in the manner
provided under Treasury Regulations Section 1.860F-4(d) and Temporary Treasury
Regulations Section 301.6231(a)(7)-1T, which Person shall be the applicable
Plurality Residual Certificateholder.

            "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of REMIC I and REMIC II due to its classification
as a REMIC under the REMIC Provisions, and the federal income tax return to be
filed on behalf of the Grantor Trust due to its classification as a grantor
trust under the Grantor Trust Provisions, together with any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service under any
applicable provisions of federal tax law or any other governmental taxing
authority under applicable State and Local Tax laws.

            "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

            "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

            "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

            "Trust Fund": Collectively, (i) all of the assets of each of REMIC I
and REMIC II, and (ii) the Grantor Trust Assets.

            "Trustee": Wells Fargo Bank, N.A., its successor in interest, or any
successor trustee appointed as herein provided.

            "Trustee Fee": With respect to each Mortgage Loan (excluding the
Starrett-Lehigh Building Subordinate Loan) and REO Loan for any Distribution
Date, an amount equal to one month's interest for the most recently ended
calendar month (calculated on a 30/360 Basis), accrued at the Trustee Fee Rate
on the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case
may be, outstanding immediately following the prior Distribution Date (or, in
the case of the initial Distribution Date, as of the Closing Date).

            "Trustee Fee Rate": 0.00190% per annum.

            "UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.

            "UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in any relevant
jurisdiction.

            "Underwriter": Each of Wachovia Capital Markets, LLC, Citigroup
Global Markets Inc., Banc of America Securities LLC or Goldman, Sachs & Co. or,
in each case, its successor in interest.

            "United States Person": A citizen or resident of the United States,
a corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of the United States, any State thereof or the District of Columbia
unless in the case of a partnership, Treasury Regulations are adopted that
provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States Persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a) (30) of the Code (or, to the extent provided in
applicable Treasury regulations, certain trusts in existence on August 20, 1996,
that are eligible to elect to be treated as United States Persons).

            "Unrestricted Servicer Reports": Each of the Updated Collection
Report, CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification
and Corrected Mortgage Loan Report, CMSA Loan Level Reserve/LOC Report, CMSA
Historical Liquidation Report, Interim Delinquent Loan Status Report and CMSA
REO Status Report.

            "Updated Collection Report": A report substantially containing the
content described in Exhibit F attached hereto and available each month on the
P&I Advance Date, setting forth each Mortgage Loan or REO Loan with respect to
which the Master Servicer received a Periodic Payment or principal payment after
the Determination Date and before the P&I Advance Date for the related month.

            "USAP": The Uniform Single Attestation Program for Mortgage Bankers.

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 100% of the Voting Rights shall be allocated among the
Holders of the Regular Certificates. Ninety-six percent (96%) of the Voting
Rights shall be allocated among the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-1A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P and Class SL
Certificates in proportion to the respective Class Principal Balances of their
Certificates; provided that, solely for the purpose of determining the Voting
Rights of the Classes of Sequential Pay Certificates and the Class SL
Certificates, the aggregate Appraisal Reduction Amount (determined as set forth
herein) shall be treated as Realized Losses with respect to the calculation of
the Certificate Principal Balances thereof; provided, further, however, that the
aggregate Appraisal Reduction Amount shall not reduce the Class Principal
Balance of any Class for purposes of determining the Controlling Class, the
Controlling Class Representative, the Starrett-Lehigh Building Representative or
the Majority Subordinate Certificateholder. Four percent (4%) in the aggregate
of the Voting Rights shall be allocated to the Class X Certificates (allocated,
pro rata, between the Class X-C and Class X-P Certificates based upon their
Notional Amounts). The Class Z-I, Class Z-II, Class Z-III and the Residual
Certificates shall have no voting rights. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in standard
proportion to the Percentage Interests evidenced by their respective
Certificates. In addition, if either the Master Servicer or the Special Servicer
is the holder of any Certificate, neither of the Master Servicer or Special
Servicer, in its capacity as a Certificateholder, shall have Voting Rights with
respect to matters concerning compensation affecting the Master Servicer or the
Special Servicer.

            "Wachovia": Wachovia Bank, National Association or its successor in
interest.

            "Wachovia Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of February 1, 2004 between the Depositor and
Wachovia and relating to the transfer of the Wachovia Mortgage Loans to the
Depositor.

            "Wachovia Mortgage Loans": Each of the Mortgage Loans transferred
and assigned to the Depositor pursuant to the Wachovia Mortgage Loan Purchase
Agreement.

            "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average, expressed
as a percentage and rounded to six decimal places, of the respective Net
Mortgage Rates applicable to the Mortgage Loans (excluding the Starrett-Lehigh
Building Subordinate Loan) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances immediately
following the preceding Distribution Date.

            "Wells Fargo Bank, N.A.": Wells Fargo Bank, N.A. or its successor in
interest.

            "Whole Loan": Collectively, Companion Loans and the related
Co-Lender Loan.

            "Workout Fee": With respect to each Corrected Mortgage Loan, the fee
designated as such and payable to the Special Servicer pursuant to the second
paragraph of Section 3.11(c).

            "Workout Fee Rate": With respect to each Corrected Mortgage Loan,
1.0%.

            "Yield Maintenance Charge": Payments paid or payable, as the context
requires, on a Mortgage Loan as the result of a Principal Prepayment thereon,
not otherwise due thereon in respect of principal or interest, which have been
calculated (based on Scheduled Payments on such Mortgage Loan) to compensate the
holder for reinvestment losses based on the value of an interest rate index at
or near the time of prepayment. Any other prepayment premiums, penalties and
fees not so calculated will not be considered "Yield Maintenance Charges." In
the event that a Yield Maintenance Charge shall become due for any particular
Mortgage Loan, the Master Servicer shall be required to follow the terms and
provisions contained in the applicable Mortgage Note; provided, however, in the
event the particular Mortgage Note shall not specify the U.S. Treasuries which
shall be used in determining the discount rate or the reinvestment yield to be
applied in such calculation, the Master Servicer shall be required to use those
U.S. Treasuries having maturity dates most closely approximating the maturity of
such Mortgage Loan. Accordingly if either no U.S. Treasury issue, or more than
one U.S. Treasury issue, shall coincide with the term over which the Yield
Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the Mortgage Loan or the
actual term remaining through the Maturity Date), the Master Servicer shall use
the U.S. Treasury whose reinvestment yield is the lowest, with such yield being
based on the bid price for such issue as published in The Wall Street Journal on
the date that is fourteen (14) days prior to the date that the Yield Maintenance
Charge shall become due and payable (or, if such bid price is not published on
that date, the next preceding date on which such bid price is so published) and
converted to a monthly compounded nominal yield. The monthly compounded nominal
yield ("MEY") is derived from the reinvestment yield or discount rate and shall
be defined as MEY = (12X {(1+"BEY"/2)^1/6}-1) where BEY is defined as the U.S.
Treasury Reinvestment Yield which is in decimal form and not in percentage, and
1/6 is the exponential power to which a portion of the equation is raised. For
example, using a BEY of 5.50%, the MEY = (12 X {(1+ .055/2)^0.16667}-1) where
..055 is the decimal version of the percentage 5.5% and 0.16667 is the decimal
version of the exponential power. The MEY in the above calculation is 5.44%.

                                   ARTICLE II

                  CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
                AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, in trust, without recourse, for the benefit of the Certificateholders
(and for the benefit of the other parties to this Agreement as their respective
interests may appear) all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans and all documents included in the related
Mortgage Files and Servicing Files, (ii) the rights of the Depositor under
Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of each of the Mortgage
Loan Purchase Agreements and (iii) all other assets included or to be included
in the Trust Fund. Such assignment includes all interest and principal received
or receivable on or with respect to the Mortgage Loans and due after the Cut-Off
Date. The transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.07, is intended
by the parties to constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Sellers pursuant to the
applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or
cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby (with a copy to the Master Servicer and Special Servicer), on
or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned
and the Servicing File to the Master Servicer; provided that, with respect to
the Starrett-Lehigh Building Subordinate Loan, only the documents and
instruments described in clause (i) of the definition of Mortgage File shall be
delivered to the Trustee and the remaining documents and instruments in the
related Mortgage File will be delivered in connection with the Starrett-Lehigh
Building Loan. The Special Servicer may request the Master Servicer to deliver a
copy of the Servicing File for any Mortgage Loan (other than a Specially
Serviced Mortgage Loan) at the expense of the Special Servicer. None of the
Trustee, any Custodian, the Master Servicer or the Special Servicer shall be
liable for any failure by any Mortgage Loan Seller or the Depositor to comply
with the document delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b).

            (c) If any Mortgage Loan Seller cannot deliver, or cause to be
delivered, on the Closing Date, as to any Mortgage Loan (other than the
Starrett-Lehigh Building Subordinate Loan), any of the documents and/or
instruments referred to in clauses (ii), (iii), (vi) (if recorded) and (viii) of
the definition of "Mortgage File," with evidence of recording thereon, solely
because of a delay caused by the public recording office where such document or
instrument has been delivered for recordation, the delivery requirements of the
related Mortgage Loan Purchase Agreement and Section 2.01(b) shall be deemed to
have been satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File; provided that a photocopy of such non-delivered document or
instrument (certified by the applicable Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted for recording) is delivered to
the Trustee or a Custodian appointed thereby on or before the Closing Date, and
either the original of such non-delivered document or instrument, or a photocopy
thereof, with evidence of recording thereon, is delivered to the Trustee or such
Custodian within 120 days of the Closing Date (or within such longer period
after the Closing Date as the Trustee may consent to, which consent shall not be
unreasonably withheld so long as the applicable Mortgage Loan Seller is, in good
faith, attempting to obtain from the appropriate county recorder's office such
original or photocopy). If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan (other than the
Starrett-Lehigh Building Subordinate Loan), any of the documents and/or
instruments referred to in clauses (ii), (iii), (vi) (if recorded) and (viii) of
the definition of "Mortgage File," with evidence of recording thereon, for any
other reason, including, without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and Section 2.01(b) shall be deemed to have been
satisfied as to such non-delivered document or instrument and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage
File; provided that a photocopy of such non-delivered document or instrument
(with evidence of recording thereon) is delivered to the Trustee or a Custodian
appointed thereby on or before the Closing Date.

            If, on the Closing Date as to any Mortgage Loan, the applicable
Mortgage Loan Seller does not deliver in complete and recordable form any one of
the assignments in favor of the Trustee referred to in clause (iv) or (v) of the
definition of "Mortgage File," the applicable Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and Section 2.01(b) by delivering with respect to such
Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan;
provided that all required original assignments with respect to such Mortgage
Loan in fully complete and recordable form shall be delivered to the Trustee or
its Custodian within 120 days of the Closing Date (or within such longer period
as the Trustee in its discretion may permit).

            (d) The Trustee shall, for a fee paid to the Trustee by the
Depositor on the Closing Date as to each Mortgage Loan, promptly (and in any
event within 90 days following the latest of (i) the Closing Date, (ii) the
delivery of all assignments and UCC Financing Statements to the Trustee, and
(iii) the date on which the Trustee receives, with respect to the original
recorded or filed documents relating to such assignments and UCC Financing
Statements, all necessary recording and filing information required for the
recording or filing of such assignments and UCC Financing Statements) cause to
be submitted for recording or filing, as the case may be, in the appropriate
public office for real property records or UCC Financing Statements, as
appropriate and to the extent timely delivered to the Trustee in final,
recordable form, each assignment of Mortgage, assignment of Assignment of Leases
and any other recordable documents (to the extent the Trustee has actual
knowledge that such documents are to be recorded) relating to each such Mortgage
Loan, in favor of the Trustee referred to in clause (iv)(A), (B) and (C),
respectively, of the definition of "Mortgage File" and each UCC-2 and UCC-3
assignment in favor of the Trustee and so delivered to the Trustee and referred
to in clause (viii) of the definition of "Mortgage File." The applicable
Mortgage Loan Seller shall reimburse the Trustee for all reasonable costs and
expenses incurred for recording any documents described in clause (iv)(C) of the
definition of "Mortgage File." Each such assignment, UCC-2 and UCC-3 shall
reflect that the recorded original should be returned by the public recording
office to the Trustee or its designee following recording, and each such UCC-2
and UCC-3 assignment shall reflect that the file copy thereof should be returned
to the Trustee or its designee following filing; provided that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Trustee shall obtain
therefrom a certified copy of the recorded original, at the expense of the
Depositor. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, the Trustee shall
direct the related Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase Agreement to promptly prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be, and thereafter the Trustee
shall upon receipt thereof cause the same to be duly recorded or filed, as
appropriate. Upon request, the Trustee shall forward to the Master Servicer a
copy of each of the aforementioned recorded assignments to the extent that the
Trustee has received a copy thereof and to the extent not previously provided.

            (e) All documents and records in the Servicing File in possession of
the Depositor or the Mortgage Loan Sellers (except attorney client privileged
communications and internal correspondence and credit analysis of the Mortgage
Loan Sellers) that relate to the Mortgage Loans and that are not required to be
a part of a Mortgage File in accordance with the definition thereof (including
any original letters of credit), together with all Escrow Payments and Reserve
Accounts in the possession thereof, shall be delivered to the Master Servicer or
such other Person as may be directed by the Master Servicer (at the expense of
the applicable Mortgage Loan Seller) on or before the Closing Date and shall be
held by the Master Servicer on behalf of the Trustee in trust for the benefit of
the Certificateholders; provided, however, the Master Servicer shall have no
responsibility for holding documents created or maintained by the Special
Servicer hereunder and not delivered to the Master Servicer.

            (f) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall deliver to the Custodian and the
Master Servicer on or before the Closing Date and hereby represents and warrants
that it has delivered a copy of a fully executed counterpart of each Mortgage
Loan Purchase Agreement, as in full force and effect on the Closing Date.

            Section 2.02 Acceptance of the Trust Fund by Trustee.

            (a) The Trustee, by its execution and delivery of this Agreement,
acknowledges receipt of the Depositor's assignment to it of the Depositor's
right, title and interest in the assets that constitute the Trust Fund, and
further acknowledges receipt by it or a Custodian on its behalf, subject to the
provisos in the definition of "Mortgage File" and the provisions of Section 2.01
and subject to the further limitations on review provided for in Section 2.02(b)
and the exceptions noted on the schedule of exceptions of (i) the Mortgage File
delivered to it for each Mortgage Loan and (ii) a copy of a fully executed
counterpart of each of the Mortgage Loan Purchase Agreements all in good faith
and without notice of any adverse claim, and declares that it or a Custodian on
its behalf holds and will hold such documents and the other documents received
by it that constitute portions of the Mortgage Files, and that it holds and will
hold the Mortgage Loans and other assets included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders
and, with respect to any original document in the Mortgage File for a Loan Pair,
any present or future Companion Holder. The Trustee hereby certifies to each of
the Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan
Seller that except as identified in the schedule of exceptions, which is
attached hereto as Exhibit C-1 without regard to the proviso in the definition
of "Mortgage File," each of the original executed Mortgage Notes as described in
clause (i) of the definition of Mortgage File are in its possession. In
addition, within ninety (90) days after the Closing Date (and if any exceptions
are noted, again every 90 days thereafter until the second anniversary of the
Closing Date, and every 180 days thereafter until the fifth anniversary of the
Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan
Seller or the Majority Subordinate Certificateholder, the Trustee or the
Custodian on its behalf will review the Mortgage Files and certify (in a
certificate substantially in the form of Exhibit C-2) to each of the Depositor,
the Master Servicer, the Special Servicer and each Mortgage Loan Seller (with
copies to the Majority Subordinate Certificateholder (and, in the case of the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative)) that, with respect to each Mortgage Loan (other than with
respect to a Companion Loan other than the Starrett-Lehigh Building Subordinate
Loan) listed in the Mortgage Loan Schedule, except as specifically identified in
the schedule of exceptions annexed thereto, (i) without regard to the proviso in
the definition of "Mortgage File," all documents specified in clauses (i), (ii),
(iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File
and actually known by a Responsible Officer of the Trustee to be required,
clauses (iii), (iv)(B), (iv)(C), (vi), (viii) and (ix)(A) of the definition of
"Mortgage File" are in its possession, (ii) all documents delivered or caused to
be delivered by the applicable Mortgage Loan Seller constituting the related
Mortgage File have been reviewed by it and appear regular on their face and
appear to relate to such Mortgage Loan, (iii) based on such examination and only
as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule for such Mortgage Loan with respect to the items specified in clauses
(v) and (vi)(C) of the definition of "Mortgage Loan Schedule" is correct, and
(iv) solely with respect to the Companion Loans, all documents specified in
clause (xii) of the definition of Mortgage File are in its possession. Further,
with respect to the documents described in clause (viii) of the definition of
Mortgage File, the Trustee may assume, for purposes of the certification
delivered in this Section 2.02(a) that the related Mortgage File should include
one state level UCC Financing Statement filing in the state of incorporation of
the Mortgagor for each Mortgaged Property (or with respect to any Mortgage Loan
that has two or more Mortgagors, for each Mortgagor); provided, however, that to
the extent the Trustee has actual knowledge or is notified of any fixture or
real property UCC Financing Statements filed in the county of the state where
the related Mortgaged Property is located, the Trustee shall file an assignment
to the Trust Fund with respect to such UCC Financing Statements in the
appropriate jurisdiction under the UCC at the expense of the related Mortgage
Loan Seller. The UCC Financing Statements to be assigned to the Trust Fund will
be delivered by the related Mortgage Loan Seller to the Trustee on the new
national forms, in recordable form and completed pursuant to Revised Article IX
of the UCC. The Trustee will submit such UCC Financing Statements for filing in
the state of incorporation of the related Mortgagor as so indicated on the
documents provided.

            (b) None of the Trustee, the Master Servicer, the Special Servicer
or any Custodian is under any duty or obligation to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be
on their face.

            Section 2.03 Mortgage Loan Seller's Repurchase or Substitution of
Mortgage Loans for Document Defects and Breaches of Representations and
Warranties.

            (a) If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File has not been
properly executed, is missing (beyond the time period required for its delivery
hereunder), contains information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule, or
does not appear to be regular on its face (each, a "Document Defect"), or
discovers or receives notice of a breach of any representation or warranty
relating to any Mortgage Loan set forth in the applicable Mortgage Loan Purchase
Agreement (a "Breach"), the party discovering such Document Defect or Breach
shall give written notice (which notice, in respect of any obligation of the
Trustee to provide notice of a Document Defect, shall be deemed given by the
delivery of the certificate as required by Section 2.02(a)) to the other parties
hereto, to the Majority Subordinate Certificateholder and to the Rating Agencies
(and, in the case of the Starrett-Lehigh Building Whole Loan, the
Starrett-Lehigh Building Representative) of such Document Defect or Breach.
Promptly upon becoming aware of any Document Defect or Breach (including through
such written notice provided by any party hereto or the Majority Subordinate
Certificateholder as provided above), if any party hereto determines that such
Document Defect or Breach materially and adversely affects the value of the
affected Mortgage Loan or the interests of the Certificateholders therein, such
party shall notify the Master Servicer of such determination and promptly after
receipt of such notice, the Master Servicer shall request in writing (with a
copy to the other parties hereto, the Majority Subordinate Certificateholder,
the Rating Agencies and the Controlling Class Representative (if different from
the Majority Subordinate Certificateholder) (and, in the case of the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative)) that the applicable Mortgage Loan Seller, not later than ninety
(90) days from receipt of such written request (or, in the case of a Document
Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage"
within the meaning of the REMIC Provisions, not later than ninety (90) days
after any party to this Agreement discovers such Document Defect or Breach) (i)
cure such Document Defect or Breach, as the case may be, in accordance with
Section 3(c) of the applicable Mortgage Loan Purchase Agreement, (ii) repurchase
the affected Mortgage Loan in accordance with Section 3(c) of the related
Mortgage Loan Purchase Agreement, or (iii) within two years of the Closing Date,
substitute a Qualified Substitute Mortgage Loan (other than with respect to the
Starrett-Lehigh Building Loan and the Starrett-Lehigh Building Subordinate Loan,
for which no substitution will be permitted) for such affected Mortgage Loan and
pay the Master Servicer for deposit into the Certificate Account any
Substitution Shortfall Amount in connection therewith in accordance with
Sections 3(c) and 3(d) of the applicable Mortgage Loan Purchase Agreement;
provided, however, that if such Document Defect or Breach is capable of being
cured but not within such ninety (90) day period, such Document Defect or Breach
does not relate to the Mortgage Loan not being treated as a "qualified mortgage"
within the meaning of the REMIC Provisions, and the applicable Mortgage Loan
Seller has commenced and is diligently proceeding with the cure of such Document
Defect or Breach within such ninety (90) day period, the applicable Mortgage
Loan Seller shall have an additional ninety (90) days to complete such cure (or,
failing such cure, to repurchase the related Mortgage Loan); provided, further,
with respect to such additional ninety (90) day period the applicable Mortgage
Loan Seller shall have delivered an Officer's Certificate to the Trustee setting
forth what actions the applicable Mortgage Loan Seller is pursuing in connection
with the cure thereof and stating that the applicable Mortgage Loan Seller
anticipates such Document Defect or Breach will be cured within the additional
ninety (90) day period; provided, further, that no Document Defect (other than
with respect to a Mortgage Note, Mortgage, title insurance policy, Ground Lease
or any letter of credit) shall be considered to materially and adversely affect
the interests of the Certificateholders in, or the value of, the related
Mortgage Loan unless the document with respect to which the Document Defect
exists is required in connection with an imminent enforcement of the mortgagee's
rights or remedies under the related Mortgage Loan, defending any claim asserted
by any borrower or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate significant servicing obligations. For a period of two
years from the Closing Date, so long as there remains any Mortgage File as to
which there is any uncured Document Defect and so long as the applicable
Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section
3(c) of the applicable Mortgage Loan Purchase Agreement, the Trustee shall on a
quarterly basis prepare and deliver to the other parties a written report as to
the status of such uncured Document Defects as provided in this Section 2.03(a).
If the affected Mortgage Loan is to be repurchased or substituted, the Master
Servicer shall designate the Certificate Account as the account to which funds
in the amount of the Purchase Price or the Substitution Shortfall Amount, as
applicable, are to be wired. Any such repurchase or substitution of a Mortgage
Loan shall be on a whole loan, servicing released basis.

            If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the immediately preceding paragraph,
(ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Document
Defect or Breach does not constitute a Document Defect or Breach, as the case
may be, as to any other Crossed Loan in such Crossed Group (without regard to
this paragraph), then the applicable Document Defect or Breach, as the case may
be, will be deemed to constitute a Document Defect or Breach, as the case may
be, as to any other Crossed Loan in the Crossed Group for purposes of this
paragraph, and the related Mortgage Loan Seller will be required to repurchase
or substitute for such other Crossed Loan(s) in the related Crossed Group as
provided in the immediately preceding paragraph unless such other Crossed Loans
satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for
substitution or repurchase, as applicable, of Mortgage Loans set forth herein.
In the event that the remaining Crossed Loans in such Crossed Group satisfy the
aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Loan as to which the related Breach
or Document Defect exists or to repurchase or substitute for all of the Crossed
Loans in the related Crossed Group. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Mortgage Loans in accordance with the Mortgage Loan documents. All other terms
of the Mortgage Loans shall remain in full force and effect without any
modification thereof.

            With respect to any Crossed Loan, to the extent that the applicable
Mortgage Loan Seller is required to repurchase or substitute for such Mortgage
Loan in the manner prescribed in this Section 2.03(a) while the Trustee
continues to hold any other Crossed Loans in the related Crossed Group, the
applicable Mortgage Loan Seller and the Depositor will, as set forth in the
related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies
against the other's Primary Collateral but each will be permitted to exercise
remedies against the Primary Collateral securing its respective Mortgage Loans,
including with respect to the Trustee, the Primary Collateral securing Mortgage
Loans still held by the Trustee, so long as such exercise does not materially
impair the ability of the other party to exercise its remedies against its
Primary Collateral.

            (b) In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated by this Section 2.03, upon receipt of a Request for
Release (in the form of Exhibit D-1 attached hereto) of a Servicing Officer of
the Master Servicer certifying as to the receipt of the applicable Purchase
Price(s) in the Certificate Account (in the case of any such repurchase) or the
receipt of the applicable Substitution Shortfall Amount(s) in the Certificate
Account and upon the delivery of the Mortgage File(s) and the Servicing File(s)
for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the
Master Servicer, respectively (in the case of any such substitution), (i) the
Trustee shall execute and deliver such endorsements and assignments as are
provided to it, in each case without recourse, representation or warranty, as
shall be necessary to vest in the applicable Mortgage Loan Seller the legal and
beneficial ownership of each repurchased Mortgage Loan or deleted Mortgage Loan,
as applicable, being released pursuant to this Section 2.03, and (ii) the
Trustee, the Custodian, the Master Servicer, and the Special Servicer shall each
tender to the applicable Mortgage Loan Seller, upon delivery to each of them of
a receipt executed by the applicable Mortgage Loan Seller, all portions of the
Mortgage File and other documents pertaining to each such Mortgage Loan
possessed by it and the Master Servicer and the Special Servicer shall release
to the applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds
held by it in respect of such repurchased or deleted Mortgage Loan; provided
that such tender by the Trustee or the Custodian shall be conditioned upon its
receipt from the Master Servicer or the Special Servicer of a Request for
Release. Thereafter, the Trustee, the Custodian, the Master Servicer and the
Special Servicer shall have no further responsibility with regard to the related
repurchased Mortgage Loan(s) or deleted Mortgage Loan(s), as applicable, and the
related Mortgage File(s) and Servicing File(s). The Master Servicer shall, and
is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or
any of them, the endorsements and assignments contemplated by this Section 2.03,
and the Trustee shall execute any powers of attorney that are prepared and
delivered to the Trustee by the Master Servicer and are necessary to permit the
Master Servicer to do so. The Master Servicer shall indemnify the Trustee for
any reasonable costs, fees, liabilities and expenses incurred by the Trustee in
connection with the negligent or willful misuse by the Master Servicer of such
powers of attorney. At the time a substitution is made, the related Mortgage
Loan Purchase Agreement will provide that the Mortgage Loan Seller shall deliver
the related Mortgage File to the Trustee and certify that the substitute
Mortgage Loan is a Qualified Substitute Mortgage Loan.

            (c) No substitution of a Qualified Substitute Mortgage Loan or Loans
may be made in any calendar month after the Determination Date for such month.
Periodic Payments due with respect to any Qualified Substitute Mortgage Loan
after the related date of substitution shall be part of REMIC I. Periodic
Payments due with respect to any Qualified Substitute Mortgage Loan on or prior
to the related date of substitution shall not be part of the Trust Fund or REMIC
I and will (to the extent received by the Master Servicer) be remitted by the
Master Servicer to the applicable Mortgage Loan Seller promptly following
receipt.

            (d) Each Mortgage Loan Purchase Agreement provides the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to the
Mortgage Loans purchased by the Depositor thereunder.

            (e) The Trustee with the cooperation of the Special Servicer (in the
case of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of the Mortgage Loan Sellers under
Section 3 of the applicable Mortgage Loan Purchase Agreement.

            Section 2.04 Representations and Warranties of Depositor.

            (a) The Depositor hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Master
Servicer and the Special Servicer, as of the Closing Date, that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of North Carolina;

            (ii) The execution and delivery of this Agreement by the Depositor,
      and the performance and compliance with the terms of this Agreement by the
      Depositor, will not violate the Depositor's certificate of incorporation
      or bylaws or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material agreement or other instrument to which it is a
      party or which is applicable to it or any of its assets;

            (iii) The Depositor has the full power and authority to enter into
      and consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Depositor, enforceable against the Depositor
      in accordance with the terms hereof, subject to (A) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

            (v) The Depositor is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Depositor's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Depositor to perform its obligations under this Agreement or the
      financial condition of the Depositor;

            (vi) The transfer of the Mortgage Loans to the Trustee as
      contemplated herein requires no regulatory approval, other than any such
      approvals as have been obtained, and is not subject to any bulk transfer
      or similar law in effect in any applicable jurisdiction;

            (vii) No litigation is pending or, to the best of the Depositor's
      knowledge, threatened against the Depositor that, if determined adversely
      to the Depositor, would prohibit the Depositor from entering into this
      Agreement or that, in the Depositor's good faith and reasonable judgment,
      is likely to materially and adversely affect either the ability of the
      Depositor to perform its obligations under this Agreement or the financial
      condition of the Depositor;

            (viii) Immediately prior to the transfer of the Mortgage Loans to
      the Trust Fund pursuant to this Agreement, (A) the Depositor had good and
      marketable title to, and was the sole owner and holder of, each Mortgage
      Loan; and (B) the Depositor has full right and authority to sell, assign
      and transfer the Mortgage Loans and all servicing rights pertaining
      thereto; and

            (ix) The Depositor is transferring the Mortgage Loans to the Trust
      Fund free and clear of any liens, pledges, charges and security interests.

            (b) The representations and warranties of the Depositor set forth in
Section 2.04(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties.

            Section 2.05 Conveyance of Mortgage Loans; Acceptance of REMIC I and
Grantor Trust by Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to (a) the Mortgage
Loans (other than the Additional Interest), and the other property comprising
REMIC I to the Trustee for the benefit of the Holders of the Class R-I
Certificates and REMIC II as the holder of the REMIC I Regular Interests and (b)
the Additional Interest and the other property comprising the Grantor Trust to
the Trustee for the benefit of the Holders of the Class Z Certificates and the
Class SL Certificates. The Trustee acknowledges the assignment to it of the
Mortgage Loans and the other property comprising REMIC I and the portion of the
Grantor Trust comprised of Additional Interest, and declares that it holds and
will hold the same in trust for the exclusive use and benefit of all present and
future Holders of the Class R-I Certificates, REMIC II as the holder of the
REMIC I Regular Interests and, as to Additional Interest, the Grantor Trust for
the benefit of the Holders of the Class Z-I, Class Z-II and Class Z-III
Certificates and the Class SL Certificates.

            Section 2.06 Issuance of REMIC I Regular Interests; Execution,
Authentication and Delivery of Class R-I Certificates.

            Concurrently with the assignment to the Trustee of the Mortgage
Loans (other than the Additional Interest) and in exchange therefor, the Trustee
acknowledges the issuance of the REMIC I Regular Interests, to or upon the order
of the Depositor and, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, as the Certificate Registrar and
the Authenticating Agent has authenticated and delivered to or upon the order of
the Depositor, the Class R-I Certificates.

            Section 2.07 Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by Trustee.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the respective Holders of the REMIC
II Certificates. The Trustee acknowledges the assignment to it of the REMIC I
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the REMIC II
Certificates.

            Section 2.08 Execution, Authentication and Delivery of REMIC II
Certificates.

            Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests and in exchange therefor, and pursuant to the written request
of the Depositor, executed by an affiliate of the Depositor, the Trustee, as
Certificate Registrar, has executed, and the Trustee, as Authenticating Agent,
has authenticated and delivered to or upon the order of the Depositor, the REMIC
II Certificates in authorized denominations evidencing the entire beneficial
ownership of REMIC II. The rights of the holders of the respective Classes of
REMIC II Certificates to receive distributions from the proceeds of REMIC II in
respect of their REMIC II Certificates, and all ownership interests evidenced or
constituted by the respective Classes of REMIC II Certificates in such
distributions, shall be as set forth in this Agreement.

            Section 2.09 Execution, Authentication and Delivery of Class Z-I,
Class Z-II and Class Z-III Certificates.

            Concurrently with the assignment to the Trustee of the Additional
Interest and in exchange therefor, the Trustee, pursuant to the written request
of the Depositor executed by an officer of the Depositor, has executed, as
Certificate Registrar, authenticated, as Authenticating Agent, and delivered to
or upon the order of the Depositor, the Class Z-I Certificates, the Class Z-II
Certificates and the Class Z-III Certificates.

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            Section 3.01 Administration of the Mortgage Loans.

            (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans and Companion Loans that each is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, for the benefit of the Certificateholders and in the case of the
Companion Loans, the related Companion Holder, in accordance with any and all
applicable laws, the terms of this Agreement (and, with respect to a Loan Pair,
the related Intercreditor Agreement), the terms of the respective Mortgage Loans
and, if applicable, the Companion Loans and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard. With respect to any Loan
Pair, in the event of a conflict between this Agreement and the related
Intercreditor Agreement, the Intercreditor Agreement will control; provided, in
no event, shall the Master Servicer or Special Servicer take any action or omit
to take any action in accordance with the terms of any Intercreditor Agreement
that would cause such servicer to violate the Servicing Standard or the REMIC
Provisions. Without limiting the foregoing, and subject to Section 3.21, (i) the
Master Servicer shall service and administer all Mortgage Loans and Companion
Loans that are not Specially Serviced Mortgage Loans, and (ii) the Special
Servicer shall service and administer each Specially Serviced Mortgage Loan and
REO Property and shall render such services with respect to all Mortgage Loans
and Companion Loans and REO Properties as are specifically provided for herein;
provided that the Master Servicer shall continue to receive payments, make all
calculations, and prepare, or cause to be prepared, all reports required
hereunder with respect to the Specially Serviced Mortgage Loans, except for the
reports specified herein as prepared by the Special Servicer, as if no Servicing
Transfer Event had occurred and with respect to the REO Properties (and the
related REO Loans) as if no REO Acquisition had occurred, and to render such
incidental services with respect to such Specially Serviced Mortgage Loans and
REO Properties as are specifically provided for herein; provided, further,
however, that the Master Servicer shall not be liable for its failure to comply
with such duties insofar as such failure results from a failure by the Special
Servicer to provide sufficient information to the Master Servicer to comply with
such duties or failure by the Special Servicer to otherwise comply with its
obligations hereunder. All references herein to the respective duties of the
Master Servicer and the Special Servicer, and to the areas in which they may
exercise discretion, shall be subject to Section 3.21.

            (b) Subject to Section 3.01(a) and Section 6.11, the Master Servicer
and the Special Servicer each shall have full power and authority, acting alone,
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Master Servicer and the Special
Servicer, in its own name, with respect to each of the Mortgage Loans and
Companion Loans it is obligated to service hereunder, is hereby authorized and
empowered by the Trustee and, pursuant to each Intercreditor Agreement, the
Companion Holders to execute and deliver, on behalf of the Certificateholders,
the Companion Holders and the Trustee or any of them, (i) any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien created by any Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
(ii) in accordance with the Servicing Standard and subject to Section 3.20 and
Section 6.11, any and all modifications, waivers, amendments or consents to or
with respect to any documents contained in the related Mortgage File; (iii) any
and all instruments of satisfaction or cancellation, or of partial or full
release, discharge, or assignment, and all other comparable instruments; and
(iv) pledge agreements and other defeasance documents in connection with a
defeasance contemplated pursuant to Section 3.20(h). Subject to Section 3.10,
the Trustee shall, at the written request of the Master Servicer or the Special
Servicer, promptly execute any limited powers of attorney and other documents
furnished by the Master Servicer or the Special Servicer that are necessary or
appropriate to enable them to carry out their servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held liable
for any misuse of any such power of attorney by the Master Servicer or the
Special Servicer.

            (c) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venture, partner or
agent. Unless the same Person acts as both Master Servicer and Special Servicer,
the Master Servicer shall not be responsible for the actions of or failure to
act by the Special Servicer and the Special Servicer shall not be responsible
for the actions of or the failure to act by the Master Servicer.

            (d) Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer make a Servicing Advance with respect to any AB
Companion Loan (other than the Starrett-Lehigh Building Subordinate Loan) to the
extent the related AB Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.

            (e) Servicing and administration of each Companion Loan (other than
the Starrett-Lehigh Building Subordinate Loan) shall continue hereunder for so
long as the corresponding Co-Lender Loan or any related REO Property is part of
the Trust Fund or for such longer period as any amounts payable by the related
Companion Holder to or for the benefit of the Trust Fund or any party hereto in
accordance with the related Intercreditor Agreement remain due and owing;
provided, however, if any AB Companion Loan (other than the Starrett-Lehigh
Building Subordinate Loan) is securitized, the Master Servicer's servicing
obligations and duties with respect to the such AB Companion Loan shall be
limited to those obligations and duties described in the related Intercreditor
Agreement and this Agreement.

            Section 3.02 Collection of Mortgage Loan Payments.

            (a) Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts consistent with the Servicing Standard to collect
all payments required under the terms and provisions of the Mortgage Loans and
Companion Loans it is obligated to service hereunder and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection
procedures in accordance with the Servicing Standard; provided, however, nothing
herein shall be construed as an express or implied guarantee by the Master
Servicer or the Special Servicer of collectability; provided, further that with
respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as
the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and Special Servicer (including the
Special Servicer in its capacity as a Certificateholder), shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Additional Interest or principal in excess of the principal
component of the constant Periodic Payment, other than requests for collection,
until the maturity date of the related Mortgage Loan; provided that the Master
Servicer or Special Servicer, as the case may be, may take action to enforce the
Trust Fund's right to apply excess cash flow to principal in accordance with the
terms of the Mortgage Loan documents. Consistent with the foregoing and subject
to Section 3.20, the Special Servicer, with regard to a Specially Serviced
Mortgage Loan, or the Master Servicer, with regard to a Mortgage Loan or
Companion Loan that is not a Specially Serviced Mortgage Loan, may waive any
Penalty Interest or late payment charge in connection with any payment on a
Mortgage Loan or Companion Loan.

            (b) All amounts collected in respect of any Mortgage Loan or
Companion Loan in the form of payments from Mortgagors, Liquidation Proceeds
(insofar as such Liquidation Proceeds are of the nature described in clauses (i)
through (iii) of the definition thereof) or Insurance Proceeds shall be applied
to either amounts due and owing under the related Mortgage Note and Mortgage
(including, without limitation, for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Mortgage Note and
Mortgage (and, with respect to a Loan Pair, the related Intercreditor Agreement)
or, if required pursuant to the express provisions of the related Mortgage, or
as determined by the Master Servicer or Special Servicer in accordance with the
Servicing Standard, to the repair or restoration of the related Mortgaged
Property, and, in the absence of such express provisions, shall be applied for
purposes of this Agreement: first, as a recovery of any related and unreimbursed
Advances plus unreimbursed interest accrued thereon; second, as a recovery of
Nonrecoverable Advances (including interest on such Nonrecoverable Advance) that
were paid from collections on the Mortgage Loans and resulted in principal
distributed to the Certificateholders being reduced pursuant to Section 3.05(a)
hereof; third, as a recovery of accrued and unpaid interest at the related
Mortgage Rate on such Mortgage Loan, to the extent such amounts have not been
previously advanced, and exclusive of any portion thereof that constitutes
Additional Interest; fourth, as a recovery of principal of such Mortgage Loan
then due and owing, to the extent such amounts have not been previously
advanced, including, without limitation, by reason of acceleration of the
Mortgage Loan following a default thereunder; fifth, in accordance with the
normal servicing practices of the Master Servicer, as a recovery of any other
amounts then due and owing under such Mortgage Loan (other than Additional
Interest), including, without limitation, Prepayment Premiums, Yield Maintenance
Charges and Penalty Interest; sixth, as a recovery of any remaining principal of
such Mortgage Loan to the extent of its entire remaining unpaid principal
balance; and seventh, with respect to any ARD Loan after its Anticipated
Repayment Date, as a recovery of any unpaid Additional Interest. All amounts
collected on any Mortgage Loan in the form of Liquidation Proceeds of the nature
described in clauses (iv) through (vi) of the definition thereof shall be deemed
to be applied: first, as a recovery of any related and unreimbursed Advances
plus interest accrued thereon; second, as a recovery of accrued and unpaid
interest at the related Mortgage Rate on such Mortgage Loan to but not including
the Due Date in the Collection Period of receipt, to the extent such amounts
have not been previously advanced, and exclusive of any portion thereof that
constitutes Additional Interest; third, as a recovery of principal, to the
extent such amounts have not been previously advanced, of such Mortgage Loan to
the extent of its entire unpaid principal balance; and fourth, with respect to
any ARD Loan after its Anticipated Repayment Date, as a recovery of any unpaid
Additional Interest. No such amounts shall be applied to the items constituting
additional servicing compensation as described in the first sentence of either
Section 3.11(b) or 3.11(d) unless and until all principal and interest then due
and payable on such Mortgage Loan has been collected. Amounts collected on any
REO Loan shall be deemed to be applied in accordance with the definition
thereof. The provisions of this paragraph with respect to the application of
amounts collected on any Mortgage Loan shall not alter in any way the right of
the Master Servicer, the Special Servicer or any other Person to receive
payments from the Certificate Account as set forth in clauses (ii) through (xv)
of Section 3.05(a) from amounts so applied.

            (c) Within 60 days after the later of (i) the Closing Date and (ii)
the Master Servicer's receipt of the applicable letter of credit, the Master
Servicer shall notify each provider of a letter of credit for each Mortgage Loan
identified as having a letter of credit on the Mortgage Loan Schedule, that the
Master Servicer or the Special Servicer on behalf of the Trustee for the benefit
of the Certificateholders shall be the beneficiary under each such letter of
credit. If a draw upon a letter of credit is needed before its transfer to the
Trust Fund can be completed, the applicable Mortgage Loan Seller shall draw upon
such letter of credit for the benefit of the Trust pursuant to written
instructions from the Master Servicer.

            (d) In the event that the Master Servicer or Special Servicer
receives Additional Interest in any Collection Period, or receives notice from
the related Mortgagor that the Master Servicer or Special Servicer will be
receiving Additional Interest in any Collection Period, the Master Servicer or
Special Servicer, as applicable, will promptly notify the Trustee. Subject to
the provisions of Section 3.02(a) hereof, none of the Master Servicer, the
Trustee nor the Special Servicer shall be responsible for any such Additional
Interest not collected after notice from the related Mortgagor.

            (e) With respect to any Mortgage Loan in connection with which the
Mortgagor was required to escrow funds or to post a letter of credit related to
obtaining certain performance objectives described in the applicable Mortgage
Loan documents, the Master Servicer shall, to the extent consistent with the
Servicing Standard, hold such escrows, letters of credit and proceeds thereof as
additional collateral and not apply such items to reduce the principal balance
of such Mortgage Loan unless otherwise required to do so pursuant to the
applicable Mortgage Loan documents.

            Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts.

            (a) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans, establish and maintain one or more accounts (the "Servicing
Accounts"), into which all Escrow Payments shall be deposited and retained, and
shall administer such accounts in accordance with the terms of the Mortgage Loan
documents. Each Servicing Account shall be an Eligible Account. Withdrawals of
amounts so collected from a Servicing Account may be made (to the extent amounts
have been escrowed for such purpose) only to: (i) effect payment of items for
which Escrow Payments were collected and comparable items; (ii) reimburse the
Master Servicer or the Trustee for any unreimbursed Servicing Advances; (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest, if required and as described below, to Mortgagors on balances in the
Servicing Account; (v) pay itself interest and investment income on balances in
the Servicing Account as described in Section 3.06(b), if and to the extent not
required by law or the terms of the applicable Mortgage Loan to be paid to the
Mortgagor; (vi) withdraw amounts deposited in error or (vii) clear and terminate
the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. To the extent permitted by law or the applicable Mortgage Loan,
funds in the Servicing Accounts may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06 and in accordance with the terms
of the related Mortgage Loan documents. The Master Servicer shall pay or cause
to be paid to the Mortgagors interest, if any, earned on the investment of funds
in Servicing Accounts maintained thereby, if required by law or the terms of the
related Mortgage Loan. If the Master Servicer shall deposit in a Servicing
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Servicing Account, any provision herein to the
contrary notwithstanding. The Servicing Accounts shall not be considered part of
the segregated pool of assets constituting either REMIC I or REMIC II or the
Grantor Trust.

            (b) The Master Servicer (for the Mortgage Loans other than Specially
Serviced Mortgaged Loans and REO Loans) or the Special Servicer (for Specially
Serviced Mortgage Loans and REO Loans) shall (i) maintain accurate records with
respect to the related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon
and the status of insurance premiums and any ground rents payable in respect
thereof and (ii) use reasonable efforts to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof prior to the applicable penalty or termination date and, in any
event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items. For
purposes of effecting any such payment for which it is responsible, the Master
Servicer shall apply Escrow Payments (at the direction of the Special Servicer
for Specially Serviced Mortgage Loans and REO Loans) as allowed under the terms
of the related Mortgage Loan or Companion Loan, if such Mortgage Loan or
Companion Loan does not require the related Mortgagor to escrow for the payment
of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items, the Master Servicer shall, as to all Mortgage
Loans or Companion Loans, use reasonable efforts consistent with the Servicing
Standard to enforce the requirement of the related Mortgage that the Mortgagor
make payments in respect of such items at the time they first become due, and,
in any event, prior to the institution of foreclosure or similar proceedings
with respect to the related Mortgaged Property for nonpayment of such items.

            (c) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans, subject to Section 3.01(d), make a Servicing Advance with
respect to the related Mortgaged Property in an amount equal to all such funds
as are necessary for the purpose of effecting the payment of (i) real estate
taxes, assessments, penalties and other similar items, (ii) ground rents (if
applicable), and (iii) premiums on Insurance Policies in each instance if and to
the extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis; provided that the Master Servicer shall not
make any Servicing Advance prior to the penalty date or cancellation date, as
applicable, if the Master Servicer reasonably anticipates in accordance with the
Servicing Standard that the Mortgagor will pay such amount on or before the
penalty date or cancellation date; provided, further, that the Master Servicer
shall not be obligated to make any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance but may, but is not required to,
pay such amounts out of funds in the Certificate Account if it determines that
such payment would be in the best interests of the Certificateholders and such
payment may be withdrawn from amounts in the Certificate Account. All such
Servicing Advances or amounts withdrawn from the Certificate Account shall be
reimbursable in the first instance from related collections from the Mortgagors,
and further as provided in Section 3.05(a). No costs incurred by the Master
Servicer in effecting the payment of real estate taxes, assessments and, if
applicable, ground rents on or in respect of such Mortgaged Properties shall,
for purposes of this Agreement, including, without limitation, the Paying
Agent's calculation of monthly distributions to Certificateholders, be added to
the unpaid Stated Principal Balances of the related Mortgage Loans or Companion
Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans
so permit. The foregoing shall in no way limit the Master Servicer's ability to
charge and collect from the Mortgagor such costs together with interest thereon.
In addition to any other rights to recovery set forth herein with respect to any
Servicing Advance made on the Pari Passu Mortgage Loans, the Master Servicer or
the Trustee shall be entitled to recovery of such amounts without duplication
from the holder of the related Pari Passu Companion Loan pursuant to the terms
of the related Intercreditor Agreement.

            The Special Servicer shall give the Master Servicer and the Trustee
not less than five Business Days' notice with respect to Servicing Advances to
be made on any Specially Serviced Mortgage Loan or REO Property, before the date
on which the Master Servicer is required to make any Servicing Advance with
respect to a given Mortgage Loan, Companion Loan or REO Property; provided,
however, that only two Business Days' notice shall be required in respect of
Servicing Advances required to be made on an urgent or emergency basis (which
may include, without limitation, Servicing Advances required to make tax or
insurance payments). In addition, the Special Servicer shall provide the Master
Servicer and the Trustee with such information in its possession as the Master
Servicer or the Trustee, as applicable, may reasonably request to enable the
Master Servicer or the Trustee, as applicable, to determine whether a requested
Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any
request by the Special Servicer that the Master Servicer make a Servicing
Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the
Master Servicer shall be entitled to conclusively rely on such determination. On
the fourth Business Day before each Distribution Date, the Special Servicer
shall report to the Master Servicer the Special Servicer's determination as to
whether any Servicing Advance previously made with respect to a Specially
Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing Advance. The
Master Servicer shall be entitled to conclusively rely on such a determination.

            If the Master Servicer is required under any provision of this
Agreement (including, but not limited to, this Section 3.03(c)) to make a
Servicing Advance, but does not do so within 15 days after such Advance is
required to be made (or such shorter period as may be required to avoid
foreclosure of liens for delinquent real estate taxes or a lapse in insurance
coverage), the Trustee shall, if a Responsible Officer of the Trustee has actual
knowledge of such failure on the part of the Master Servicer, give written
notice of such failure to the Master Servicer. If such Servicing Advance is not
made by the Master Servicer within three Business Days after such notice then
(subject to a determination that such Servicing Advance would not be a
Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance.
Any failure by the Master Servicer to make a Servicing Advance hereunder shall
constitute an Event of Default by the Master Servicer subject to and as provided
in Section 7.01.

            (d) In connection with its recovery of any Servicing Advance from
the Certificate Account pursuant to Section 3.05(a), each of the Master Servicer
and the Trustee shall be entitled to receive, out of any amounts then on deposit
in the Certificate Account, any unpaid interest at the Reimbursement Rate in
effect from time to time, compounded annually, accrued on the amount of such
Servicing Advance (to the extent made with its own funds) from the date made to
but not including the date of reimbursement such interest to be payable, subject
to the terms of the related Intercreditor Agreement with respect to a Loan Pair,
first out of late payment charges and Penalty Interest received on the related
Mortgage Loan or REO Property during the Collection Period in which such
reimbursement is made, and to the extent that such late payment charges and
Penalty Interest are insufficient, but only after or at the same time the
related Advance has been or is reimbursed pursuant to this Agreement, then from
general collections on the Mortgage Loans then on deposit in the Certificate
Account. The Master Servicer shall reimburse itself or the Trustee, as
applicable, for any outstanding Servicing Advance made thereby as soon as
practicable after funds available for such purpose have been received by the
Master Servicer, and in no event shall interest accrue in accordance with this
Section 3.03(d) on any Servicing Advance as to which the corresponding Escrow
Payment or other similar payment by the Mortgagor was received by the Master
Servicer on or prior to the date the related Servicing Advance was made.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer or the Trustee be entitled to reimbursement from funds on deposit in
the Certificate Account for any Servicing Advance made with respect to any
Companion Loan (other than the Starrett-Lehigh Building Subordinate Loan) to the
extent the related Co-Lender Loan has been paid in full.

            (e) The determination by the Master Servicer that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be made in
accordance with the Servicing Standard and shall be evidenced by an Officer's
Certificate delivered promptly to the Trustee and the Depositor, setting forth
the basis for such determination, together with a copy of any Appraisal (the
cost of which may be paid out of the Certificate Account pursuant to Section
3.05(a)) of the related Mortgaged Property or REO Property, as the case may be;
which Appraisal shall be conducted pursuant to Section 3.09(a) by the Master
Servicer, or by or on behalf of the Special Servicer if the Mortgage Loan is a
Specially Serviced Mortgage Loan or, if no such Appraisal has been performed, a
copy of an Appraisal of the related Mortgaged Property or REO Property,
performed within the twelve months preceding such determination and the party
delivering such appraisal has no actual knowledge of a material adverse change
in the condition of the related Mortgaged Property that would draw into question
the applicability of such Appraisal, by an Independent Appraiser or other expert
in real estate matters, and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property and any engineers' reports, environmental surveys or similar
reports that the Master Servicer or the Special Servicer may have obtained and
that support such determination. The Trustee shall be entitled to rely,
conclusively, on any determination by the Master Servicer or the Special
Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance;
provided, however, that, if the Master Servicer has failed to make a Servicing
Advance for reasons other than a determination by the Master Servicer that such
Servicing Advance would be a Nonrecoverable Advance, the Trustee shall make such
Servicing Advance within the time periods required by Section 3.03(c) unless the
Trustee in good faith, makes a determination that such Servicing Advance would
be a Nonrecoverable Advance.

            (f) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans, establish and maintain, as applicable, one or more accounts
(the "Reserve Accounts"), into which all Reserve Funds, if any, shall be
deposited and retained. Withdrawals of amounts so deposited may be made (i) to
pay for, or to reimburse the related Mortgagor in connection with, the related
environmental remediation, repairs and/or capital improvements at the related
Mortgaged Property if the repairs and/or capital improvements have been
completed, and such withdrawals are made in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any agreement
with the related Mortgagor governing such Reserve Funds and any other items for
which such Reserve Funds were intended pursuant to the loan documents and (ii)
to pay the Master Servicer interest and investment income earned on amounts in
the Reserve Accounts as described below if permitted under the related Mortgage
Loan documents. To the extent permitted in the applicable Mortgage, funds in the
Reserve Accounts to the extent invested may be only invested in Permitted
Investments in accordance with the provisions of Section 3.06. All Reserve
Accounts shall be Eligible Accounts. The Reserve Accounts shall not be
considered part of the segregated pool of assets comprising REMIC I, REMIC II or
the Grantor Trust. Consistent with the Servicing Standard, the Master Servicer
may waive or extend the date set forth in any agreement governing such Reserve
Funds by which the required repairs and/or capital improvements at the related
Mortgaged Property must be completed.

            Section 3.04 Certificate Account, Interest Reserve Account,
Gain-on-Sale Reserve Account, Additional Interest Account, Distribution Account,
Class SL Distribution Account and Companion Distribution Account.

            (a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Certificate Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders and, to the extent
funds on deposit in the Certificate Account are allocable to the related
Companion Loans, the related Companion Holders, but solely to the extent set
forth in the related Intercreditor Agreement and subject to any provisions
relating to subordination of rights with respect to the AB Mortgage Loans. The
Certificate Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Certificate Account, within one Business
Day of receipt of available funds (in the case of payments by Mortgagors or
other collections on the Mortgage Loans or the Companion Loans) or as otherwise
required hereunder, the following payments and collections received or made by
the Master Servicer or on its behalf subsequent to the Cut-Off Date (other than
in respect of principal and interest on the Mortgage Loans or the Companion
Loans due and payable on or before the Cut-Off Date, which payments shall be
delivered promptly to the applicable Mortgage Loan Seller or its designee, with
negotiable instruments endorsed as necessary and appropriate without recourse),
other than amounts received from Mortgagors which are to be used to purchase
defeasance collateral, or payments (other than Principal Prepayments) received
by it on or prior to the Cut-Off Date but allocable to a period subsequent
thereto:

            (i) all payments on account of principal of the Mortgage Loans or
      the Companion Loans, including Principal Prepayments;

            (ii) all payments on account of interest on the Mortgage Loans or
      the Companion Loans, including Additional Interest;

            (iii) all Prepayment Premiums and Yield Maintenance Charges;

            (iv) all Insurance Proceeds and Liquidation Proceeds (other than
      Liquidation Proceeds described in clause (vi) of the definition thereof
      that are required to be deposited in the Distribution Account or the Class
      SL Distribution Account pursuant to Section 9.01) received in respect of
      any Mortgage Loan or Companion Loan (including, without limitation, any
      amounts representing recoveries of Nonrecoverable Advances, including
      interest on such Nonrecoverable Advances);

            (v) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.06(b) in connection with losses incurred with
      respect to Permitted Investments of funds held in the Certificate Account;

            (vi) any amounts required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket hazard policy;

            (vii) any amounts required to be transferred from an REO Account
      pursuant to Section 3.16(c);

            (viii) any amount in respect of Purchase Prices and Substitution
      Shortfall Amounts pursuant to Section 2.03(b);

            (ix) any amount required to be deposited by the Master Servicer
      pursuant to Section 3.19(a) in connection with Prepayment Interest
      Shortfalls;

            (x) any amount required to be deposited by the Master Servicer
      pursuant to Section 3.03(d) and 4.03(d) in connection with reimbursing the
      Trust Fund for interest paid on a P&I Advance or Servicing Advance, as
      applicable;

            (xi) any amount paid by a Mortgagor to cover items for which a
      Servicing Advance has been previously made and for which the Master
      Servicer, the Special Servicer or the Trustee, as applicable, has been
      previously reimbursed out of the Certificate Account; and

            (xii) any amount required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.11(b) and 3.11(d),
      respectively, in connection with reimbursing the Trust Fund for Additional
      Trust Fund Expenses.

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve
Accounts, and amounts that the Master Servicer and the Special Servicer are
entitled to retain as additional servicing compensation pursuant to Sections
3.11(b) and 3.11(d), need not be deposited by the Master Servicer in the
Certificate Account. If the Master Servicer shall deposit in the Certificate
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the Certificate Account, any provision herein to the
contrary notwithstanding. The Master Servicer shall promptly deliver to the
Special Servicer as additional servicing compensation in accordance with Section
3.11(d), assumption fees, late payment charges (to the extent not applied to pay
interest on Advances as provided in Sections 3.03(d) or 4.03(d) or Additional
Trust Fund Expenses as provided in Section 3.11(d)) and other transaction fees
or other expenses received by the Master Servicer to which the Special Servicer
is entitled pursuant to either of such Sections upon receipt of a certificate of
a Servicing Officer of the Special Servicer describing the item and amount. The
Certificate Account shall be maintained as a segregated account, separate and
apart from trust funds created for mortgage pass-through certificates of other
series and the other accounts of the Master Servicer.

            The Master Servicer may maintain, as part of the Certificate
Account, a subaccount for each Companion Loan (other than the Starrett-Lehigh
Building Subordinate Loan) on behalf of and in trust for the benefit of the
related Companion Holder, into which subaccount the Master Servicer shall
deposit or cause to be deposited all amounts described in the first paragraph of
this Section 3.04(a) to the extent allocable to the related Companion Loan in
accordance with this Agreement and the related Intercreditor Agreement, and out
of which subaccount the Master Servicer may make withdrawals to the extent
withdrawals of such funds are provided for in Section 3.05(a) of this Agreement
or in the related Intercreditor Agreement. Each such subaccount shall be an
Eligible Account or a subaccount of an Eligible Account and shall be entitled
"Wachovia Bank, National Association, as Master Servicer, on behalf of and in
trust for the related Companion Holder."

            Upon receipt of any of the amounts described in clauses (i) through
(iv), (xi) and (xii) above with respect to any Mortgage Loan or Companion Loan,
the Special Servicer shall promptly, but in no event later than one Business Day
after receipt of available funds, remit such amounts (net of any reimbursable
expenses incurred by the Special Servicer) to or at the direction of the Master
Servicer for deposit into the Certificate Account in accordance with the second
preceding paragraph, unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item should not be deposited because of a
restrictive endorsement. Any such amounts received by the Special Servicer with
respect to an REO Property shall be deposited by the Special Servicer into the
REO Account and remitted to the Master Servicer for deposit into the Certificate
Account pursuant to Section 3.16(c). With respect to any such amounts paid by
check to the order of the Special Servicer, the Special Servicer shall endorse
such check to the order of the Master Servicer and shall deliver promptly, but
in no event later than three Business Days after receipt, any such check to the
Master Servicer by overnight courier, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or other appropriate
reason.

            (b) The Paying Agent shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") at the office of the Paying
Agent to be held in trust for the benefit of the Certificateholders (other than
the holders of the Class SL Certificates). The Distribution Account shall be an
Eligible Account. The Trustee hereby authorizes the Paying Agent to make
deposits in and withdrawals from the Distribution Account in accordance with the
terms of this Agreement. The Master Servicer shall deliver to the Paying Agent
each month on or before 1:30 p.m. New York City time (or 3:00 p.m. New York City
time if the last day of the Collection Period is deemed to be the P&I Advance
Date) on the P&I Advance Date therein, for deposit in the Distribution Account,
an aggregate amount of immediately available funds equal to that portion of the
Available Distribution Amount (calculated without regard to clauses (a)(ii),
(a)(v) and (b)(ii)(B) of the definition thereof) for the related Distribution
Date then on deposit in the Certificate Account, together with (i) any
Prepayment Premiums, Yield Maintenance Charges and/or Additional Interest
received on the Mortgage Loans during the related Collection Period, and (ii) in
the case of the final Distribution Date, any additional amounts contemplated by
the third paragraph of Section 9.01.

            The Paying Agent shall establish and maintain one or more trust
accounts (collectively, the "Class SL Distribution Account") at the office of
the Paying Agent to be held in trust for the benefit of the Class SL
Certificateholders. The Class SL Distribution Account shall be an Eligible
Account. The Trustee hereby authorizes the Paying Agent to make deposits in and
withdrawals from the Class SL Distribution Account in accordance with the terms
of this Agreement. The Master Servicer shall deliver to the Paying Agent each
month on or before 1:30 p.m. New York City time (or 3:00 p.m. New York City time
if the last day of the Collection Period is deemed to be the P&I Advance Date)
on the P&I Advance Date therein, for deposit in the Class SL Distribution
Account, an aggregate amount of immediately available funds equal to the Class
SL Available Distribution Amount (calculated without regard to clauses (a)(ii),
(a)(v) and (b)(ii)(B) of the definition thereof) for the related Distribution
Date then on deposit in the Certificate Account, together with (i) any
Prepayment Premiums, Yield Maintenance Charges and/or Additional Interest
received on the Starrett-Lehigh Building Subordinate Mortgage Loan during the
related Collection Period, and (ii) in the case of the final Distribution Date,
any additional amounts contemplated by the third paragraph of Section 9.01.

            The Companion Paying Agent shall establish and maintain a trust
account for distributions on the Companion Loans (other than the Starrett-Lehigh
Building Subordinate Loan) (the "Companion Distribution Account") to be held on
behalf of the related Companion Holders. The Companion Distribution Account
shall be an Eligible Account, which may be a subaccount of the Certificate
Account. The Master Servicer hereby authorizes the Companion Paying Agent to
make deposits in and withdrawals from the Companion Distribution Account in
accordance with the terms of this Agreement. Unless the Companion Distribution
Account is the related subaccount or subaccounts of the Certificate Account as
allowed by the last sentence of the definition of Companion Distribution
Account, the Master Servicer shall deliver to the Companion Paying Agent each
month on or before 1:30 p.m. New York City time (or 3:00 p.m. New York City time
if the last day of the Collection Period is deemed to be the P&I Advance Date)
on the P&I Advance Date therein, for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds equal to the amount
available to be distributed to the related Companion Holder pursuant to the
related Intercreditor Agreement.

            In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Paying Agent for deposit in the Distribution Account
(or the Class SL Distribution Account in the case of the Starrett-Lehigh
Building Subordinate Loan):

            (i) any P&I Advances required to be made by the Master Servicer in
      accordance with Section 4.03(a); and

            (ii) the Purchase Price paid in connection with the purchase by the
      Master Servicer of all of the Mortgage Loans and any REO Properties
      pursuant to Section 9.01, exclusive of the portion of such amounts
      required to be deposited in the Certificate Account pursuant to Section
      9.01.

            The Paying Agent shall, upon receipt, deposit in the Distribution
Account (or the Class SL Distribution Account in the case of the Starrett-Lehigh
Building Subordinate Loan) any and all amounts received by the Paying Agent that
are required by the terms of this Agreement to be deposited therein.

            (c) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Interest Reserve Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Interest Reserve
Account shall be an Eligible Account. On or before each Distribution Date in
February and, during each year that is not a leap year, January, the Master
Servicer shall withdraw from the Certificate Account and deposit in the Interest
Reserve Account, with respect to each Interest Reserve Loan, an amount equal to
the Interest Reserve Amount in respect of such Interest Reserve Loan for such
Distribution Date (such withdrawal from the Certificate Account to be made out
of general collections on the Mortgage Pool where any related P&I Advance was
deposited in the Distribution Account). Pursuant to each Mortgage Loan Purchase
Agreement, each Mortgage Loan Seller, on the Closing Date, shall be required to
deposit in the Interest Reserve Account the Interest Reserve Amounts to be
distributed on the first Distribution Date for the Interest Reserve Loans. The
Trustee shall enforce such obligations on behalf of the Trust Fund.

            (d) Prior to any Collection Period during which Additional Interest
is received, and upon notification from the Master Servicer or Special Servicer
pursuant to Section 3.02(d), the Trustee, on behalf of the Certificateholders
shall establish and maintain the Additional Interest Account in the name of the
Trustee in trust for the benefit of the Class Z-I, Class Z-II and Class Z-III
Certificateholders and the Class SL Certificateholders. The Additional Interest
Account shall be established and maintained as an Eligible Account. Prior to the
applicable Distribution Date, the Master Servicer shall remit to the Trustee for
deposit in the Additional Interest Account an amount equal to the Additional
Interest received during the applicable Collection Period.

            Following the distribution of Additional Interest to Class Z-I,
Class Z-II and Class Z-III Certificateholders and the Class SL
Certificateholders on the first Distribution Date after which there are no
longer any Mortgage Loans outstanding which pursuant to their terms could pay
Additional Interest, the Trustee shall terminate the Additional Interest
Account.

            (e) Funds in the Certificate Account, the Interest Reserve Account,
the Distribution Account, Class SL Distribution Account, the Gain-on-Sale
Reserve Account and the Additional Interest Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall give written notice to the Trustee, the Special Servicer
and the Rating Agencies of the location of the Certificate Account as of the
Closing Date and of the new location of the Certificate Account prior to any
change thereof. The Paying Agent shall give written notice to the Trustee, the
Master Servicer, the Special Servicer and the Rating Agencies of any new
location of the Distribution Account or the Class SL Distribution Account prior
to any change thereof.

            (f) The Paying Agent, on behalf of the Trustee for the benefit of
the Certificateholders, shall establish (upon notice from Special Servicer of an
event occurring that generates Gain-on-Sale Proceeds) and maintain the
Gain-on-Sale Reserve Account in the name of the Paying Agent on behalf of the
Trustee for the benefit of the Certificateholders. The Gain-on-Sale Reserve
Account shall be maintained as a segregated account, separate and apart from
trust funds for mortgage pass-through certificates of other series administered
by the Paying Agent and other accounts of the Paying Agent. Upon the disposition
of any REO Property in accordance with Section 3.09 or Section 3.18, the Special
Servicer will calculate the Gain-on-Sale Proceeds, if any, realized in
connection with such sale and remit such funds to the Paying Agent for deposit
into the Gain-on-Sale Reserve Account.

            Section 3.05 Permitted Withdrawals from the Certificate Account,
Interest Reserve Account, Additional Interest Account, Distribution Account and
Class SL Distribution Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

            (i) (A) to remit to the Paying Agent for deposit in the Distribution
      Account (or the Class SL Distribution Account in the case of the
      Starrett-Lehigh Building Subordinate Loan) the amounts required to be so
      deposited pursuant to the first paragraph of Section 3.04(b) and any
      amount that may be applied to make P&I Advances pursuant to Section
      4.03(a); and (B) to deposit in and remit to the Companion Paying Agent for
      deposit in each Companion Distribution Account the amounts required to be
      so deposited pursuant to the second paragraph of Section 3.04(b) and any
      amount relating to a Companion Loan that may be applied to make P&I
      Advances pursuant to Section 4.03(a);

            (ii) to reimburse the Trustee and itself, in that order, for
      unreimbursed P&I Advances, the Trustee's and Master Servicer's right to
      reimbursement pursuant to this clause (ii) with respect to any P&I Advance
      (other than Nonrecoverable Advances, which are reimbursable pursuant to
      clause (vii) below) being limited to amounts that represent Late
      Collections of interest (net of the related Servicing Fees) and principal
      (net of any related Workout Fee or Liquidation Fee) (A) received in
      respect of the particular Mortgage Loan or REO Loan as to which such P&I
      Advance was made and (B) if the P&I Advance was made with respect to an AB
      Mortgage Loan, received in respect of the related Companion Loan;

            (iii) to pay to itself earned and unpaid Master Servicing Fees in
      respect of each Mortgage Loan and REO Loan, the Master Servicer's right to
      payment pursuant to this clause (iii) with respect to any Mortgage Loan or
      REO Loan being limited to amounts received on or in respect of such
      Mortgage Loan (whether in the form of payments, Liquidation Proceeds or
      Insurance Proceeds) or such REO Loan (whether in the form of REO Revenues,
      Liquidation Proceeds or Insurance Proceeds) that are allocable as a
      recovery of interest thereon;

            (iv) to pay to the Special Servicer earned and unpaid Special
      Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO
      Loan;

            (v) to pay the Special Servicer (or, if applicable, a predecessor
      Special Servicer) earned and unpaid Workout Fees or Liquidation Fees in
      respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan
      and REO Loan, the Special Servicer's (or, if applicable, any predecessor
      Special Servicer's) right to payment pursuant to this clause (v) with
      respect to any such Mortgage Loan or REO Loan being limited to amounts
      received on or in respect of such Specially Serviced Mortgage Loan or
      Corrected Mortgage Loan (whether in the form of payments or Liquidation
      Proceeds) or such REO Loan (whether in the form of REO Revenues or
      Liquidation Proceeds) that are allocable as a recovery of principal or
      interest thereon (provided that no Liquidation Fee shall be payable out of
      (i) Insurance Proceeds or (ii) any Liquidation Proceeds received in
      connection with a condemnation or the purchase of any Mortgage Loan or REO
      Property by a Mortgage Loan Seller pursuant to the applicable Mortgage
      Loan Purchase Agreement (if purchased within the required time period set
      forth in such Mortgage Loan Purchase Agreement), by the Majority
      Subordinate Certificateholder, the Companion Holder, the Special Servicer,
      the Class SL Controlling Holder or the Starrett-Lehigh Building Mezzanine
      Lender as described in Section 3.18(c), Section 3.18(d), Section 3.18(e),
      Section 3.18(h) or Section 3.18(m) or by the Master Servicer, the Special
      Servicer or the Majority Subordinate Certificateholder pursuant to Section
      9.01);

            (vi) to reimburse the Trustee or itself, in that order, for any
      unreimbursed Servicing Advances, the Trustee's and the Master Servicer's
      respective rights to reimbursement pursuant to this clause (vi) with
      respect to any Servicing Advance being limited to payments made by the
      related Mortgagor that are allocable to such Servicing Advance, or to
      Liquidation Proceeds, Insurance Proceeds and, if applicable, REO Revenues
      received in respect of the particular Mortgage Loan, Companion Loan or REO
      Property as to which such Servicing Advance was made (provided that, in
      case of such reimbursement relating to an AB Mortgage Loan, such
      reimbursements shall be made first, from amounts collected on the related
      Companion Loan and then from the related Co-Lender Loan in accordance with
      the terms of the related Intercreditor Agreement);

            (vii) to reimburse the Trustee or itself, in that order, for any
      unreimbursed Advances (including interest at the Reimbursement Rate) that
      have been or are determined to be Nonrecoverable Advances or to pay
      itself, with respect to any Mortgage Loan, Companion Loan or any REO
      Property, any related earned Master Servicing Fee that remained unpaid in
      accordance with clause (iii) above following a Final Recovery
      Determination made with respect to such Mortgage Loan or REO Property and
      the deposit into the Certificate Account of all amounts received in
      connection therewith; provided, that amounts with respect to the
      Starrett-Lehigh Building Subordinate Loan shall not be available to
      reimburse any party with respect to this Section 3.05(a)(vii) except in
      connection with Nonrecoverable Advances and Master Servicing Fees in
      respect of the Starrett-Lehigh Building Whole Loan;

            (viii) at such time as it reimburses the Trustee or itself, in that
      order, for any unreimbursed Advance pursuant to clause (ii), (vi) or (vii)
      above, to pay the Trustee or itself, as the case may be, in that order,
      any interest accrued and payable thereon in accordance with Section
      3.03(d) or 4.03(d), as applicable; the Master Servicer's rights to payment
      pursuant to this clause (viii) with respect to interest on any Advance
      being permitted to be satisfied (A) subject to the terms of the
      Intercreditor Agreement with respect to the related Loan Pair, first out
      of late payment charges and Penalty Interest collected on or in respect of
      the related Mortgage Loan (and if the Advance was made with respect to a
      Co-Lender Loan, out of such amounts collected on or in respect of the
      related Companion Loan) and REO Loan, during the Collection Period in
      which such Advance is reimbursed (the use of such late payment charges and
      Penalty Interest to be allocated between the Master Servicer and the
      Special Servicer on a pro rata basis based on the amount of late payment
      charges and Penalty Interest that the Master Servicer and the Special
      Servicer have received as additional servicing compensation during such
      period), and (B) to the extent that the late payment charges and Penalty
      Interest described in the immediately preceding clause (A) are
      insufficient, but only at the same time or after such Advance has been
      reimbursed, out of general collections on the Mortgage Loans, Companion
      Loans and any REO Properties on deposit in the Certificate Account;
      provided, that amounts with respect to the Starrett-Lehigh Building
      Subordinate Loan shall not be available to reimburse any party with
      respect to this Section 3.05(a)(viii) except in connection with interest
      on unreimbursed Advances in respect of the Starrett-Lehigh Building Whole
      Loan;

            (ix) to pay for costs and expenses incurred by the Trust Fund
      pursuant to the first sentence of Section 3.12(a) or as to any Mortgage
      Loan that is a Specially Serviced Mortgage Loan;

            (x) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(b), (A) interest and investment income earned
      in respect of amounts held in the Certificate Account as provided in
      Section 3.06(b), but only to the extent of the Net Investment Earnings
      with respect to the Certificate Account for any Collection Period; (B) any
      Prepayment Interest Excesses, and (C) Penalty Interest and late payment
      charges on Mortgage Loans that are not Specially Serviced Mortgage Loans
      (to the extent such Penalty Interest and/or late payment charges were not
      applied to offset interest on Advances pursuant to clause (viii)(A) or
      Additional Trust Fund Expenses pursuant to Section 3.11(b) or inspection
      expenses pursuant to Section 3.12(a));

            (xi) to pay to the Special Servicer, as additional servicing
      compensation in accordance with Section 3.11(d) (to the extent such
      Penalty Interest and/or late payment charges were not applied to offset
      interest on Advances pursuant to clause (viii)(A) of this Section or
      Additional Trust Fund Expenses pursuant to Section 3.11(d) or inspection
      expenses pursuant to Section 3.12(a));

            (xii) to pay for the cost of an independent appraiser or other
      expert in real estate matters retained pursuant to Section 3.03(e),
      3.09(a), 3.18(b), 4.03(c) or 9.01;

            (xiii) to pay itself, the Special Servicer, the Depositor, or any of
      their respective directors, officers, members, managers, employees and
      agents, as the case may be, any amounts payable to any such Person
      pursuant to Section 6.03;

            (xiv) to pay for (A) the advice of counsel and tax accountants
      contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of
      Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C)
      the cost of an Opinion of Counsel contemplated by Section 11.01(a) or
      11.01(c) in connection with any amendment to this Agreement requested by
      the Master Servicer or the Special Servicer that protects or is in
      furtherance of the rights and interests of Certificateholders, and (D) the
      cost of recording this Agreement in accordance with Section 11.02(a);

            (xv) to pay itself, the Special Servicer, any of the Mortgage Loan
      Sellers, the Majority Subordinate Certificateholder, a Companion Holder,
      the Class SL Controlling Holder or any other Person, as the case may be,
      with respect to each Mortgage Loan, if any, previously purchased by such
      Person pursuant to this Agreement, all amounts received thereon subsequent
      to the date of purchase;

            (xvi) to withdraw any Interest Reserve Amount and deposit such
      Interest Reserve Amount into the Interest Reserve Account pursuant to
      Section 3.04(c);

            (xvii) to remit to the Trustee for deposit into the Additional
      Interest Account the amounts required to be deposited pursuant to Section
      3.04(d);

            (xviii) to remit to the Paying Agent (i) for deposit into the
      Distribution Account the amounts required to be deposited pursuant to
      Section 3.04(b) and (ii) for deposit into the Class SL Distribution
      Account the amounts required to be deposited pursuant to Section 3.04(c);

            (xix) to remit to the Companion Paying Agent for deposit into the
      Companion Distribution Account the amounts required to be deposited
      pursuant to Section 3.04(b);

            (xx) to pay the cost of any Environmental Assessment or any
      remedial, corrective or other action pursuant to Section 3.09(c);

            (xxi) to withdraw any amounts deposited in error;

            (xxii) to withdraw any other amounts that this Agreement expressly
      provides may be withdrawn from the Certificate Account; and

            (xxiii) to clear and terminate the Certificate Account at the
      termination of this Agreement pursuant to Section 9.01.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Certificate Account pursuant to clauses (ii)-(xxiii) above.
Upon request, the Master Servicer shall provide to the Trustee such records and
any other information in the possession of the Master Servicer to enable the
Trustee to determine the amounts attributable to REMIC I (with respect to the
Mortgage Loans and the Companion Loans). The Master Servicer shall, to the
extent permitted by the terms of the related Intercreditor Agreement, make
claims for reimbursement from the related Companion Holder in connection with
related Servicing Advances and interest thereon and other related expenses so as
to minimize the total amount of withdrawals on the Certificate Account for such
items. Nothing in the foregoing sentence shall limit the Master Servicer's
rights to be reimbursed for claims relating to the Companion Loans that are
reimbursable claims pursuant to the terms of this Agreement. Notwithstanding
anything in this Section 3.05(a) to the contrary, in no event shall the Master
Servicer withdraw from funds on deposit in the Certificate Account any amount to
be applied to, or to provide reimbursement for, any amounts referenced in this
Section 3.05(a) (other than amounts referenced in clause (xix)) which relate to
any Companion Loan (other than the Starrett-Lehigh Building Subordinate Loan) to
the extent the related Co-Lender Loan has been paid in full in a prior
Collection Period.

            The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) or the Trustee from
the Certificate Account amounts permitted to be paid to the Special Servicer (or
to such third party contractors) or the Trustee therefrom promptly upon receipt
of a certificate of a Servicing Officer of the Special Servicer or of a
Responsible Officer of the Trustee describing the item and amount to which the
Special Servicer (or such third party contractors) or the Trustee is entitled.
The Master Servicer may rely conclusively on any such certificate and shall have
no duty to re-calculate the amounts stated therein. The Special Servicer shall
keep and maintain separate accounting for each Specially Serviced Mortgage Loan
and REO Property, on a loan-by-loan and property-by-property basis, for the
purpose of justifying any request for withdrawal from the Certificate Account.
With respect to each Mortgage Loan or Companion Loan for which it makes an
Advance, the Trustee shall similarly keep and maintain separate accounting for
each Mortgage Loan, on a loan-by-loan and property-by-property basis, for the
purpose of justifying any request for withdrawal from the Certificate Account
for reimbursements of Advances or interest thereon.

            Upon the determination that a previously made Advance is a
Nonrecoverable Advance, instead of obtaining reimbursement out of general
collections immediately, the Master Servicer or the Trustee, as applicable, may,
in its sole discretion, elect to obtain reimbursement for such Nonrecoverable
Advance over time (not to exceed six (6) months or such longer period of time as
agreed to by the Master Servicer or the Trustee, as applicable, and the
Controlling Class Representative (or, with respect to the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative), each in its
sole discretion) and the unreimbursed portion of such Advance will accrue
interest at the Prime Rate. At any time after such a determination to obtain
reimbursement over time, the Master Servicer, the Special Servicer or the
Trustee, as applicable, may, in its sole discretion, decide to obtain
reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Advances over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not, with respect to
the Master Servicer, constitute a violation of the Servicing Standard and/or
with respect to the Trustee, constitute a violation of any fiduciary duty to
Certificateholders or contractual duty hereunder.

            If the Master Servicer or the Trustee, as applicable, is reimbursed
out of general collections for any unreimbursed Advances that are determined to
be Nonrecoverable Advances (together with any interest accrued and payable
thereon), then (for purposes of calculating distributions on the Certificates)
such reimbursement and payment of interest shall be deemed to have been made:
first, out of the Principal Distribution Amount, which, but for its application
to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be
included in the Available Distribution Amount or the Class SL Available
Distribution Amount for any subsequent Distribution Date, and second, out of
other amounts which, but for their application to reimburse a Nonrecoverable
Advance and/or to pay interest thereon, would be included in the Available
Distribution Amount for any subsequent Distribution Date. If and to the extent
that any payment is deemed to be applied in accordance with clause first above
to reimburse a Nonrecoverable Advance or to pay interest thereon, then the
Principal Distribution Amount for such Distribution Date shall be reduced, to
not less than zero, by the amount of such reimbursement. If and to the extent
(i) any Advance is determined to be a Nonrecoverable Advance, (ii) such Advance
and/or interest thereon is reimbursed out of the Principal Distribution Amount
as contemplated by clause first above and (iii) the particular item for which
such Advance was originally made is subsequently collected out of payments or
other collections in respect of the related Mortgage Loan, then the Principal
Distribution Amount for the Distribution Date that corresponds to the Collection
Period in which such item was recovered shall be increased by an amount equal to
the lesser of (A) the amount of such item and (B) any previous reduction in the
Principal Distribution Amount for a prior Distribution Date pursuant to clause
first above resulting from the reimbursement of the subject Advance and/or the
payment of interest thereon.

            (b) The Paying Agent may, from time to time, make withdrawals from
the Distribution Account for any of the following purposes (in no particular
order of priority):

            (i) to make deemed distributions to itself as holder of the REMIC I
      Regular Interests (other than the REMIC I Regular Interest LSL), and to
      make distributions to Certificateholders (other than the Holders of the
      Class SL Certificates) on each Distribution Date, pursuant to Sections
      4.01 and 9.01, as applicable;

            (ii) to pay the Trustee or any of its directors, officers, employees
      and agents, as the case may be, any amounts payable or reimbursable to any
      such Person pursuant to Section 8.05;

            (iii) to pay the Trustee the Trustee Fee as contemplated by Section
      8.05(a) hereof with respect to each Mortgage Loan (excluding the
      Starrett-Lehigh Building Subordinate Loan) and REO Loan and to pay the
      Trustee, as additional compensation, interest and investment income, if
      any, earned in respect of amounts held in the Distribution Account as
      provided in Section 3.06, but only to the extent of the Net Investment
      Earnings with respect to such account for the related Distribution Date;

            (iv) to pay for the cost of the Opinions of Counsel sought by the
      Trustee (A) as provided in clause (v) of the definition of "Disqualified
      Organization," (B) as contemplated by Section 3.20(d), 9.02(a) and
      10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in
      connection with any amendment to this Agreement requested by the Trustee
      which amendment is in furtherance of the rights and interests of
      Certificateholders; provided that a portion of such costs shall be
      allocated pursuant to Section 3.05(c)(iv) if such costs relate to the
      Starrett-Lehigh Building Whole Loan;

            (v) to pay any and all federal, state and local taxes imposed on
      REMIC I or REMIC II or on the assets or transactions of either such REMIC,
      together with all incidental costs and expenses, to the extent none of the
      Trustee, the REMIC Administrator, the Master Servicer or the Special
      Servicer is liable therefor pursuant to Section 10.01(i); provided that a
      portion of such amounts shall be allocated pursuant to Section 3.05(c)(v)
      if such costs relate to the Starrett-Lehigh Building Whole Loan;

            (vi) to pay the REMIC Administrator any amounts reimbursable to it
      pursuant to Section 10.01(e); provided that a portion of such amounts
      shall be allocated pursuant to Section 3.05(c)(vi) if such costs relate to
      the Starrett-Lehigh Building Whole Loan;

            (vii) to pay to the Master Servicer any amounts deposited by the
      Master Servicer in the Distribution Account not required to be deposited
      therein; and

            (viii) to clear and terminate the Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            Taxes imposed on either REMIC I or REMIC II shall be allocated to
the related REMIC.

            (c) The Paying Agent may, from time to time, make withdrawals from
the Class SL Distribution Account for any of the following purposes (in no
particular order of priority):

            (i) to make deemed distributions to itself as holder of the REMIC I
      Regular Interests, and to make distributions to Class SL
      Certificateholders on each Distribution Date, pursuant to Sections 4.01
      and 9.01, as applicable;

            (ii) to pay the Trustee or any of its directors, officers, employees
      and agents, as the case may be, any amounts payable or reimbursable to any
      such Person with respect to the Starrett-Lehigh Building Whole Loan
      pursuant to Section 8.05;

            (iii) to pay the Trustee as additional compensation, interest and
      investment income, if any, earned in respect of amounts held in the Class
      SL Distribution Account as provided in Section 3.06, but only to the
      extent of the Net Investment Earnings with respect to such account for the
      related Distribution Date;

            (iv) to pay for the cost of the Opinions of Counsel sought by the
      Trustee (A) as provided in clause (v) of the definition of "Disqualified
      Organization," (B) as contemplated by Section 3.20(d), 9.02(a) and
      10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in
      connection with any amendment to this Agreement requested by the Trustee
      solely with respect to the Starrett-Lehigh Building Subordinate Loan which
      amendment is in furtherance of the rights and interests of the Class SL
      Certificateholders;

            (v) to pay any and all federal, state and local taxes imposed on
      REMIC I or REMIC II or on the assets or transactions of either such REMIC
      (in each case, solely with respect to the Starrett-Lehigh Building
      Subordinate Loan), together with all incidental costs and expenses, to the
      extent none of the Trustee, the REMIC Administrator, the Master Servicer
      or the Special Servicer is liable therefor pursuant to Section 10.01(i);

            (vi) to pay the REMIC Administrator solely with respect to the
      Starrett-Lehigh Building Whole Loan any amounts reimbursable to it
      pursuant to Section 10.01(e);

            (vii) to pay to the Master Servicer any amounts deposited by the
      Master Servicer in the Class SL Distribution Account not required to be
      deposited therein; and

            (viii) to clear and terminate the Class SL Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

            Taxes imposed on either REMIC I or REMIC II shall be allocated to
the related REMIC.

            (d) The Companion Paying Agent may, from time to time, make
withdrawals from the Companion Distribution Account as contemplated by Section
4.01(j).

            (e) The Master Servicer shall on each P&I Advance Date to occur in
March of each year and in the event the final Distribution Date occurs in
February or, if such year is not a leap year, in January, on the P&I Advance
Date to occur in such February or January, withdraw from the Interest Reserve
Account and deposit into the Distribution Account in respect of each Interest
Reserve Loan, an amount equal to the aggregate of the Interest Reserve Amounts
deposited into the Interest Reserve Account pursuant to Section 3.04(c) during
the immediately preceding Collection Period and, if applicable, the second
preceding Collection Period and, if applicable, the related Collection Period.

            (f) The Paying Agent shall, on any Distribution Date, make
withdrawals from the Additional Interest Account to the extent required to make
the distributions of Additional Interest required by Section 4.01(b).

            Section 3.06 Investment of Funds in the Servicing Accounts, Reserve
Accounts, Certificate Account, Interest Reserve Account, Distribution Account,
Class SL Distribution Account, Additional Interest Account and REO Account.

            (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Interest
Reserve Account or the Certificate Account (each, for purposes of this Section
3.06, an "Investment Account"), the Companion Paying Agent may direct in writing
any depository institution maintaining the Companion Distribution Account (also,
for purposes of this Section 3.06, an "Investment Account"), the Special
Servicer may direct in writing any depository institution maintaining the REO
Account (also, for purposes of this Section 3.06, an "Investment Account"), and
the Trustee may direct in writing any depository institution maintaining the
Distribution Account and the Class SL Distribution Account with respect to the
Starrett-Lehigh Building Subordinate Loan, the Gain-on-Sale Reserve Account or
the Additional Interest Account (also, for purposes of this Section 3.06, an
"Investment Account") to invest, or if it is such depository institution, may
itself invest, the funds held therein only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
no later than the Business Day immediately preceding the next succeeding date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement. Funds held in the Distribution Account, Class SL Distribution
Account, Companion Distribution Account, Additional Interest Account and the
Gain-on-Sale Reserve Account may remain uninvested. In the event that the Master
Servicer shall have failed to give investment directions for any Servicing
Account, any Reserve Account, the Certificate Account, the Interest Reserve
Account (exclusive of any accounts as are held by the Master Servicer) or the
Special Servicer shall have failed to give investment directions for the REO
Account by 11:00 A.M. New York time on any Business Day on which there may be
uninvested cash, such funds held in the REO Account shall be invested in
securities described in clause (i) of the definition of the term "Permitted
Investments"; and such funds held in such other accounts shall be invested in
securities described in clause (v) of such definition. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer on behalf of the Trustee for the
benefit of Certificateholders (with respect to Permitted Investments of amounts
in the Servicing Accounts, the Reserve Accounts, the Certificate Account or the
Interest Reserve Account), the Special Servicer on behalf of the Trustee for the
benefit of Certificateholders (with respect to Permitted Investments of amounts
in the REO Account) and the Trustee (with respect to Permitted Investments of
amounts in the Distribution Account, Class SL Distribution Account, Gain-on-Sale
Reserve Account or Additional Interest Account) for the benefit of the
Certificateholders, shall (and the Trustee hereby designates the Master Servicer
and the Special Servicer, with respect to any Investment Account maintained by
them, and itself, with respect to the Distribution Account, Class SL
Distribution Account, the Additional Interest Account and the Gain-on-Sale
Reserve Account, as applicable, as the Person that shall) maintain continuous
possession of any Permitted Investment that is either (i) a "certificated
security," as such term is defined in the UCC, or (ii) other property in which a
secured party may perfect its security interest by possession under the UCC or
any other applicable law. Possession of any such Permitted Investment by the
Master Servicer, the Special Servicer or the Trustee shall constitute possession
by the Trustee, as secured party, for purposes of Section 9-313 of the UCC and
any other applicable law. If amounts on deposit in an Investment Account are at
any time invested in a Permitted Investment payable on demand, the Master
Servicer (in the case of the Certificate Account, Servicing Accounts, the
Interest Reserve Account and Reserve Accounts), the Special Servicer (in the
case of the REO Account) or the Trustee (with respect to Permitted Investments
of amounts in the Distribution Account, the Class SL Distribution Account,
Gain-on-Sale Reserve Account and Additional Interest Account) shall:

                  (x) consistent with any notice required to be given
            thereunder, demand that payment thereon be made on the last day such
            Permitted Investment may otherwise mature hereunder in an amount
            equal to the lesser of (1) all amounts then payable thereunder and
            (2) the amount required to be withdrawn on such date; and

                  (y) demand payment of all amounts due thereunder promptly upon
            determination by the Master Servicer, the Special Servicer or the
            Trustee, as the case may be, that such Permitted Investment would
            not constitute a Permitted Investment in respect of funds thereafter
            on deposit in the Investment Account.

            (b) Whether or not the Master Servicer directs the investment of
funds in any of the Servicing Accounts, the Reserve Accounts, the Certificate
Account or the Interest Reserve Account, interest and investment income realized
on funds deposited therein, to the extent of the related Net Investment
Earnings, if any, for each Collection Period and, in the case of a Reserve
Account or a Servicing Account, to the extent not otherwise payable to the
related Mortgagor in accordance with applicable law or the related Mortgage Loan
documents, shall be for the sole and exclusive benefit of the Master Servicer
and shall be subject to its withdrawal in accordance with Section 3.03(a),
3.03(f) or 3.05(a), as applicable. Whether or not the Special Servicer directs
the investment of funds in the REO Account, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). Whether or not the Trustee directs the
investment of funds in the Distribution Account, the Class SL Distribution
Account, the Additional Interest Account or the Gain-on-Sale Reserve Account,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for each related Distribution
Date, shall be for the sole and exclusive benefit of the Trustee and shall be
subject to its (or the Paying Agent's on its behalf) withdrawal in accordance
with Section 3.05(b). If any loss shall be incurred in respect of any Permitted
Investment on deposit in any Investment Account, the Master Servicer (in the
case of the Servicing Accounts, the Reserve Accounts, the Interest Reserve
Account and the Certificate Account, excluding any accounts containing amounts
invested solely for the benefit of, and at the direction of, the Mortgagor under
the terms of the Mortgage Loan or applicable law), the Companion Paying Agent
(in the case of the Companion Distribution Account), the Special Servicer (in
the case of the REO Account) and the Trustee (with respect to Permitted
Investments of amounts in the Distribution Account, the Class SL Distribution
Account, the Additional Interest Account and the Gain-on-Sale Reserve Account)
shall promptly deposit therein from its own funds, without right of
reimbursement, no later than, in the case of the Master Servicer and Special
Servicer, the end of the Collection Period during which such loss was incurred
and in the case of the Trustee, no later than 12:00 noon, New York City time, on
the Distribution Date, the amount of the Net Investment Loss, if any, for such
Collection Period or on such Distribution Date; provided that none of the Master
Servicer, the Special Servicer or the Trustee shall be required to deposit any
loss on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company satisfied the
qualifications set forth in the definition of Eligible Account at the time such
investment was made.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment and the Trustee, the Special Servicer or the Master Servicer fails to
deposit any losses with respect to such Permitted Investment pursuant to Section
3.06(b), the Trustee may (or, in the event of a default by the Trustee, the
Master Servicer or Special Servicer shall) and, subject to Section 8.02, upon
the request of Holders of Certificates entitled to not less than 25% of the
Voting Rights allocated to any Class, shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.

            (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including, without
limitation, the calculation of the Available Distribution Amount, the amounts so
invested shall be deemed to remain on deposit in such Investment Account.

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.

            (a) The Master Servicer (with respect to Mortgage Loans and
Companion Loans other than Specially Serviced Mortgaged Loans) and the Special
Servicer (with respect to Specially Serviced Mortgage Loans and to the extent
that the Trust Fund has an insurable interest) shall, consistent with the
Servicing Standard, cause to be maintained for each Mortgaged Property all
insurance coverage as is required under the related Mortgage; provided that, if
and to the extent that any such Mortgage permits the holder thereof any
discretion (by way of consent, approval or otherwise) as to the insurance
coverage that the related Mortgagor is required to maintain, the Master Servicer
shall exercise such discretion in a manner consistent with the Servicing
Standard; provided, further, that, if and to the extent that a Mortgage so
permits, the related Mortgagor shall be required to exercise its reasonable best
efforts to obtain the required insurance coverage from Qualified Insurers and
required insurance coverage obtained by the Master Servicer shall be from
Qualified Insurers. The cost of any such insurance coverage obtained by either
the Master Servicer or the Special Servicer shall be a Servicing Advance to be
paid by the Master Servicer pursuant to Section 3.03. The Majority Subordinate
Certificateholder may request that earthquake insurance be secured for one or
more Mortgaged Properties at the expense of the Majority Subordinate
Certificateholder. Subject to Section 3.17(a), the Special Servicer shall also
cause to be maintained for each REO Property no less insurance coverage than was
previously required of the Mortgagor under the related Mortgage; provided that
all such insurance shall be obtained from Qualified Insurers. All such insurance
policies maintained by the Master Servicer or the Special Servicer (i) shall
contain (if they insure against loss to property and do not relate to an REO
Property) a "standard" mortgagee clause, with loss payable to the Trustee or the
Master Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans); (ii) shall be in the name of the Special Servicer
(in the case of insurance maintained in respect of REO Properties), on behalf of
the Trustee; (iii) shall be non-cancelable without 30 days' prior written notice
to the insured party; (iv) shall include coverage in an amount not less than the
lesser of (x) the full replacement cost of the improvements securing a Mortgaged
Property or REO Property, as applicable, or (y) the outstanding principal
balance owing on the related Mortgage Loan or REO Loan, as applicable, and in
any event, the amount necessary to avoid the operation of any co-insurance
provisions; (v) shall include a replacement cost endorsement providing no
deduction for depreciation (unless such endorsement is not permitted under the
related Mortgage Loan documents); (vi) shall include such other insurance,
including, to the extent available at commercially reasonable rates, earthquake
insurance, where applicable, as required under the applicable Mortgage or other
Mortgage Loan document; and (vii) in each case such insurance shall be issued by
an insurer authorized under applicable law to issue such insurance. Any amounts
collected by the Master Servicer or the Special Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or REO Property or amounts to be released to the related
Mortgagor, in each case subject to the rights of any tenants and ground lessors,
as the case may be, and in each case in accordance with the terms of the related
Mortgage and the Servicing Standard) shall be deposited in the Certificate
Account, subject to withdrawal pursuant to Section 3.05(a), in the case of
amounts received in respect of a Mortgage Loan or Companion Loan, or in the REO
Account, subject to withdrawal pursuant to Section 3.16(c), in the case of
amounts received in respect of an REO Property. Any cost incurred by the Master
Servicer or the Special Servicer in maintaining any such insurance shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to unpaid principal balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or
Companion Loans so permit.

            Notwithstanding the foregoing, the Master Servicer or Special
Servicer, as applicable, will not be required to maintain (and in the case of
the Special Servicer, with respect any Specially Serviced Mortgage Loan) and
shall not cause a Mortgagor to be in default with respect to the failure of the
related Mortgagor to obtain, all-risk casualty insurance which does not contain
any carve-out for terrorist or similar acts, if and only if, the Special
Servicer, in consultation with the Controlling Class Representative, and, with
respect to each AB Mortgage Loan, in consultation with the related AB Companion
Holder if required under the applicable Intercreditor Agreement, has determined
in accordance with the Servicing Standard that either (a) such insurance is not
available at any rate or (b) such insurance is not available at commercially
reasonably rates and that such hazards are not at the time commonly insured
against for properties similar to the Mortgaged Property and located in or
around the region in which such Mortgaged Property is located; provided,
however, the Controlling Class Representative shall not have more than three
Business Days to respond to the Special Servicer's request for consultation;
provided, further, that upon the Special Servicer's determination consistent
with the Servicing Standard, that exigent circumstances do not allow the Special
Servicer to consult with the Controlling Class Representative (or, with respect
to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative), the Special Servicer shall not be required to do so; provided,
further that, during the period that the Special Servicer is evaluating such
insurance hereunder, the Master Servicer shall not be liable for any loss
related to its failure to require the Mortgagor to maintain terrorism insurance
and shall not be in default of its obligations hereunder as a result of such
failure. The Special Servicer shall promptly notify the Master Servicer of each
determination under this paragraph.

            (b) If the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy insuring
against hazard losses on all of the Mortgage Loans, Companion Loans and/or REO
Properties that it is required to service and administer, then, to the extent
such policy (i) is obtained from a Qualified Insurer and (ii) provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause hazard insurance to be
maintained on the related Mortgaged Properties and/or REO Properties. Such
blanket policy may contain a deductible clause (not in excess of a customary
amount), in which case the Master Servicer or the Special Servicer, as
appropriate, shall, if there shall not have been maintained on the related
Mortgaged Property or REO Property a hazard insurance policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
that would have been covered by such policy, promptly deposit into the
Certificate Account from its own funds the amount not otherwise payable under
the blanket policy because of such deductible clause. The Master Servicer or the
Special Servicer, as appropriate, shall prepare and present, on behalf of
itself, the Trustee and Certificateholders, claims under any such blanket policy
in a timely fashion in accordance with the terms of such policy.

            (c) Each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans or REO Properties are part of the Trust Fund) keep in
force a fidelity bond with Qualified Insurers, such fidelity bond to be in such
form and amount as would permit it to be a qualified FNMA or FHLMC, whichever is
greater, seller-servicer of multifamily mortgage loans, or in such other form
and amount as would not cause the qualification, downgrading or withdrawal of
any rating assigned by any Rating Agency to the Certificates (as evidenced in
writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provision if an
Affiliate thereof has such fidelity bond coverage and, by the terms of such
fidelity bond, the coverage afforded thereunder extends to the Master Servicer
or the Special Servicer, as the case may be. Such fidelity bond shall provide
for ten days' written notice to the Trustee prior to any cancellation.

            Each of the Master Servicer and the Special Servicer shall at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans and/or REO Properties exist as part of the Trust Fund)
also keep in force with Qualified Insurers, a policy or policies of insurance
covering loss occasioned by the errors and omissions of its officers, employees
and agents in connection with its servicing obligations hereunder, which policy
or policies shall be in such form and amount as would permit it to be a
qualified FNMA seller-servicer of multifamily mortgage loans, or in such other
form and amount as would not cause the qualification, downgrade or withdrawal of
any rating assigned by any Rating Agency to the Certificates (as evidenced in
writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provisions if an
Affiliate thereof has such insurance and, by the terms of such policy or
policies, the coverage afforded thereunder extends to the Master Servicer or the
Special Servicer, as the case may be. Any such errors and omissions policy shall
provide for ten days' written notice to the Trustee prior to cancellation. The
Master Servicer and the Special Servicer shall each cause the Trustee to be an
additional loss payee on any policy currently in place or procured pursuant to
the requirements of this Section 3.07(c).

            For so long as the long-term debt obligations of the Master Servicer
or Special Servicer, as the case may be (or in the case of the initial Master
Servicer and Special Servicer, their respective direct or indirect parent), are
rated at least "A" or the equivalent by all of the Rating Agencies (or such
lower rating as will not result in qualification, downgrading or withdrawal of
the ratings then assigned to the Certificates, as evidenced in writing by the
Rating Agencies), such Person may self-insure with respect to the risks
described in this subsection.

            Section 3.08 Enforcement of Alienation Clauses.

            (a) Upon receipt of any request of a waiver in respect of a
due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the
Master Servicer shall promptly forward such request to the Special Servicer,
who, if otherwise permitted pursuant this Agreement, will analyze such waiver,
including the preparation of written materials in connection with such analysis,
and will close the related transaction, subject to the consent rights (if any)
of each Companion Holder pursuant to the related Intercreditor Agreement as
provided in this Section. With respect to all Mortgage Loans and Companion
Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related Mortgage on transfers or further
encumbrances of the related Mortgaged Property and on transfers of interests in
the related Mortgagor, unless the Special Servicer (after providing the
Controlling Class Representative 12 Business Days notice of such proposed action
pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice
shall be given by the Special Servicer no later than three Business Days after
receipt of such request) has determined, consistent with the Servicing Standard,
that waiver of such restrictions would be in accordance with the Servicing
Standard. Promptly after the Special Servicer (after providing the Controlling
Class Representative 12 Business Days notice of such proposed action pursuant to
Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall be
given by the Special Servicer no later than three Business Days after receipt of
such request) has made any such determination, the Special Servicer shall
deliver to the Trustee, the Rating Agencies and each other party hereto an
Officer's Certificate setting forth the basis for such determination. The
Special Servicer shall not exercise any such waiver in respect of a
due-on-encumbrance provision of any Mortgage Loan (i) with respect to which (a)
the aggregate of the Stated Principal Balance of such Mortgage Loan and the
Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated
with the Mortgagor on such Mortgage Loan, is equal to or in excess of
$20,000,000, (b) the aggregate of the Stated Principal Balance of such Mortgage
Loan and the Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated
with the Mortgagor on such Mortgage Loan, are greater than 2% of the aggregate
Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan is one
of the ten largest Mortgage Loans as of the date of the waiver (by Stated
Principal Balance), without receiving prior written confirmation from Moody's
that such action would not result in a downgrading, qualification or withdrawal
of the ratings then assigned to the Certificates and (ii) with respect to which
(a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c) have been met or
(b) such Mortgage Loan has a Loan-to-Value Ratio (calculated to include the
additional indebtedness secured by any encumbrance) that is equal to or greater
than 85% and a Debt Service Coverage Ratio (calculated to include the additional
debt from any encumbrance) of 1.2x or less, without receiving a prior written
confirmation from S&P that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned to the Certificates.
With respect to a waiver of a due-on-sale provision, the Special Servicer shall
not waive any such restriction with respect to which (a) the aggregate of the
Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance
of all other Mortgage Loans that are cross-collateralized, cross-defaulted or
have been made to Mortgagors affiliated with the Mortgagor on such Mortgage
Loan, is equal to or in excess of $35,000,000 (or $25,000,000 with respect to
Moody's), (b) the aggregate of the Stated Principal Balance of such Mortgage
Loan and the Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated
with the Mortgagor on such Mortgage Loan, are greater than 5% of the aggregate
Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan is one
of the ten largest Mortgage Loans as of the date of the waiver (by Stated
Principal Balance), without receiving prior written confirmation from S&P and
Moody's that such action would not result in a downgrading, qualification or
withdrawal of the ratings then assigned to the Certificates; provided, further,
that, if the Mortgage Loan does not meet the criteria set forth in clauses (a),
(b) and (c) of this sentence, the Special Servicer may waive such requirement
without approval by S&P or Moody's in accordance with the Servicing Standard.
With respect to each AB Mortgage Loan, no waiver of a due-on-sale or
due-on-encumbrance provision will be effective unless the Master Servicer or
Special Servicer, as applicable, first consults with the related AB Companion
Holder if required under the applicable Intercreditor Agreement.

            (b) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer (with respect to Mortgage Loans that are not Specially Serviced
Mortgage Loans) (without the Special Servicer's consent) or the Special Servicer
(with respect to Specially Serviced Mortgage Loans), may grant, without any
Rating Agency confirmation as provided in paragraph (a) above, a Mortgagor's
request for consent to subject the related Mortgaged Property to an easement or
right-of-way for utilities, access, parking, public improvements or another
purpose, and may consent to subordination of the related Mortgage Loan to such
easement or right-of-way provided the Master Servicer or the Special Servicer,
as applicable, shall have determined in accordance with the Servicing Standard
that such easement or right-of-way shall not materially interfere with the
then-current use of the related Mortgaged Property, or the security intended to
be provided by such Mortgage, the related Mortgagor's ability to repay the
Mortgage Loan, or materially or adversely affect the value of such Mortgaged
Property or cause the Mortgage Loan to cease to be a qualified mortgage loan for
REMIC purposes.

            (c) Within ninety (90) days of the Closing Date, with respect to
each of the Mortgage Loans covered by an environmental insurance policy, the
Master Servicer shall notify the insurer under such environmental insurance
policy and take all other action necessary for the Trustee, on behalf of the
Certificateholders, to be an insured (and for the Master Servicer, on behalf of
the Trust Fund, to make claims) under such environmental insurance policy. In
the event that the Master Servicer has actual knowledge of any event (an
"Insured Environmental Event") giving rise to a claim under any environmental
insurance policy in respect of any Mortgage Loan covered thereby, the Master
Servicer shall, in accordance with the terms of such environmental insurance
policy and the Servicing Standard, timely make a claim thereunder with the
appropriate insurer and shall take such other actions in accordance with the
Servicing Standard which are necessary under such environmental insurance policy
in order to realize the full value thereof for the benefit of the
Certificateholders. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standard in connection with any such
claim under an environmental insurance policy shall be paid by the Master
Servicer and shall be reimbursable to it as a Servicing Advance. With respect to
each environmental insurance policy that relates to one or more Mortgage Loans,
the Master Servicer shall review and familiarize itself with the terms and
conditions relating to enforcement of claims and shall monitor the dates by
which any claim must be made or any action must be taken under such policy to
realize the full value thereof for the benefit of the Certificateholders in the
event the Master Servicer has actual knowledge of an Insured Environmental Event
giving rise to a claim under such policy.

            In the event that the Master Servicer receives notice of any
termination of any environmental insurance policy that relates to one or more
Mortgage Loans, the Master Servicer shall, within five Business Days after
receipt of such notice, notify the Special Servicer, the Controlling Class
Representative, the related Companion Holder (in the case of a Co-Lender Loan)
the Rating Agencies and the Trustee of such termination in writing. Upon receipt
of such notice, the Master Servicer with respect to non-Specially Serviced
Mortgage Loans, and the Special Servicer with respect to Specially Serviced
Mortgage Loans, shall address such termination in accordance with Section
3.07(a) in the same manner as it would the termination of any other Insurance
Policy required under the related Mortgage Loan documents. Any legal fees,
premiums or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with a resolution of such termination of an environmental
insurance policy shall be paid by the Master Servicer and shall be reimbursable
to it as a Servicing Advance.

            (d) For the avoidance of doubt, any servicing obligation set forth
under this Section 3.08 of the Master Servicer or Special Servicer, as
applicable, for any Pari Passu Mortgage Loan shall also apply to the related
Pari Passu Companion Loan.

            Section 3.09 Realization Upon Defaulted Mortgage Loans; Required
Appraisals.

            (a) The Special Servicer shall, subject to Sections 3.09(b) through
3.09(d) and Section 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans or Companion Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including,
without limitation, pursuant to Section 3.20. Subject to the second paragraph of
Section 3.03(c), the Master Servicer shall advance all costs and expenses (other
than costs or expenses that would, if incurred, constitute a Nonrecoverable
Servicing Advance) incurred by the Special Servicer in any such proceedings, and
shall be entitled to reimbursement therefor as provided in Section 3.05(a).
Nothing contained in this Section 3.09 shall be construed so as to require the
Special Servicer, on behalf of the Trust Fund, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in
accordance with the Servicing Standard and in its reasonable and good faith
judgment taking into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Mortgage Loan or Companion Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any REO
Property within the time period specified in Section 3.16(a) and the results of
any appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standard. If and when the Master
Servicer or the Special Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Defaulted Mortgage Loan or defaulted Companion Loan, whether for purposes of
bidding at foreclosure or otherwise, it may, at the expense of the Trust Fund,
have an appraisal performed with respect to such property by an Independent
Appraiser or other expert in real estate matters; which appraisal shall take
into account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the Mortgaged Property or REO Property, the state of the local
economy and the obligation to dispose of any REO Property within the time period
specified in Section 3.16(a), including without limitation, any environmental,
engineering or other third party reports available, and other factors that a
prudent real estate appraiser would consider.

            With respect to each Required Appraisal Mortgage Loan, the Special
Servicer will be required to obtain a Required Appraisal (or with respect to any
Mortgage Loan with an outstanding principal balance less than $2,000,000, an
internal valuation performed by the Special Servicer) within 60 days of a
Mortgage Loan becoming a Required Appraisal Mortgage Loan (unless an appraisal
meeting the requirements of a Required Appraisal was obtained for such Required
Appraisal Mortgage Loan within the prior 12 months and the Special Servicer has
no actual knowledge of a material adverse change in the condition of the related
Mortgaged Property in which case such appraisal may be a letter update of the
Required Appraisal) and thereafter shall obtain a Required Appraisal (or with
respect to any Mortgage Loan with an outstanding principal balance less than
$2,000,000, and in lieu of an Appraisal, an internal valuation performed by the
Special Servicer) once every 12 months (or sooner if the Special Servicer has
actual knowledge of a material adverse change in the condition of the related
Mortgaged Property) if such Mortgage Loan remains a Required Appraisal Mortgage
Loan. The Special Servicer will deliver a copy of each Required Appraisal (or
letter update or internal valuation) to the Master Servicer, the Controlling
Class Representative (and, with respect to the Starrett-Lehigh Building Whole
Loan, the Starrett-Lehigh Building Representative) and the Trustee within 10
Business Days of obtaining such Required Appraisal (or letter update or internal
valuation). Subject to the second paragraph of Section 3.03(c), the Master
Servicer shall advance the cost of such Required Appraisal; provided, however,
that such expense will be subject to reimbursement to the Master Servicer as a
Servicing Advance out of the Certificate Account pursuant to Section 3.05(a)(vi)
and 3.05(a)(vii).

            Notwithstanding the foregoing, in no event shall the Master Servicer
or the Special Servicer obtain an appraisal of a Companion Loan (other than the
Starrett-Lehigh Building Subordinate Loan) pursuant to this Section 3.09(a) to
the extent the related Co-Lender Loan has been paid in full.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which may be withdrawn from the Certificate Account pursuant
      to Section 3.05(a)) to the effect that the holding of such personal
      property as part of the Trust Fund (to the extent not allocable to a
      Companion Loan) will not cause the imposition of a tax on either REMIC I
      or REMIC II under the REMIC Provisions or cause either REMIC I or REMIC II
      to fail to qualify as a REMIC at any time that any Certificate is
      outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee, initiate foreclosure proceedings, obtain title to a Mortgaged Property
by deed in lieu of foreclosure or otherwise, or take any other action with
respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders, could, in the reasonable judgment
of the Master Servicer or the Special Servicer, as the case may be, made in
accordance with the Servicing Standard, be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law (a
"potentially responsible party"), unless (as evidenced by an Officer's
Certificate to such effect delivered to the Trustee that shall specify all of
the bases for such determination) the Special Servicer has previously determined
in accordance with the Servicing Standard, and based on an Environmental
Assessment of such Mortgaged Property performed by an Independent Person who
regularly conducts Environmental Assessments and performed within six months
prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Controlling
Class Representative (and, with respect to the Starrett-Lehigh Building Whole
Loan, the Starrett-Lehigh Building Representative) and the Master Servicer),
that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that it would maximize the
      recovery to the Certificateholders on a present value basis (the relevant
      discounting of anticipated collections that will be distributable to
      Certificateholders to be performed at the related Net Mortgage Rate) to
      acquire title to or possession of the Mortgaged Property and to take such
      actions as are necessary to bring the Mortgaged Property into compliance
      therewith in all material respects; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could reasonably be
      expected to be required, that it would maximize the recovery to the
      Certificateholders on a present value basis (the relevant discounting of
      anticipated collections that will be distributable to Certificateholders
      to be performed at the related Net Mortgage Rate) to acquire title to or
      possession of the Mortgaged Property and to take such actions with respect
      to the affected Mortgaged Property.

            The Special Servicer shall undertake, in good faith, reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment, as well as
the cost of any remedial, corrective or other further action contemplated by
clause (i) and/or clause (ii) of the preceding paragraph shall be at the expense
of the Trust Fund (except to the extent that such Additional Trust Fund Expense
is payable out of the proceeds of any Companion Loan pursuant to the related
Intercreditor Agreement and this Agreement and except with respect to any
Environmental Assessment ordered after the related AB Mortgage Loan (other than
the Starrett-Lehigh Building Loan) has been paid in full); and if any such
Environmental Assessment so warrants, the Special Servicer shall perform such
additional environmental testing as it deems necessary and prudent to determine
whether the conditions described in clauses (i) and (ii) of the preceding
paragraph have been satisfied, the cost of which shall be at the expense of the
Trust Fund.

            (d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
thereof has not been satisfied with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan and there is no breach of a representation or warranty
requiring repurchase under the applicable Mortgage Loan Purchase Agreement, the
Special Servicer shall take such action as is in accordance with the Servicing
Standard (other than proceeding against the Mortgaged Property) and, at such
time as it deems appropriate, may, on behalf of the Trustee, release all or a
portion of such Mortgaged Property from the lien of the related Mortgage;
provided that, if such Mortgage Loan has a then outstanding principal balance of
greater than $1,000,000, then prior to the release of all or a portion of the
related Mortgaged Property from the lien of the related Mortgage, (i) the
Special Servicer shall have notified the Rating Agencies, the Trustee, the
Controlling Class Representative (and, with respect to the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative) and the Master
Servicer in writing of its intention to so release all or a portion of such
Mortgaged Property and the bases for such intention, (ii) the Trustee shall have
notified the Certificateholders in writing of the Special Servicer's intention
to so release all or a portion of such Mortgaged Property and (iii) the Holders
of Certificates entitled to a majority of the Voting Rights shall have consented
to such release within 30 days of the Trustee's distributing such notice
(failure to respond by the end of such 30-day period being deemed consent).

            (e) The Special Servicer shall report to the Master Servicer, the
Controlling Class Representative (and, with respect to the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative) and the
Trustee monthly in writing as to any actions taken by the Special Servicer with
respect to any Mortgaged Property that represents security for a Defaulted
Mortgage Loan as to which the environmental testing contemplated in Section
3.09(c) above has revealed that any of the conditions set forth in clauses (i)
and (ii) thereof has not been satisfied, in each case until the earlier to occur
of satisfaction of all such conditions and release of the lien of the related
Mortgage on such Mortgaged Property.

            (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the Mortgage Loan or Companion Loan permit such an action and
shall, in accordance with the Servicing Standard, seek such deficiency judgment
if it deems advisable.

            (g) The Master Servicer shall, with the reasonable cooperation of
the Special Servicer, prepare and file information returns with respect to
reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to any Mortgaged Property securing a Mortgage Loan
and, if applicable, Companion Loan required by Sections 6050J and 6050P of the
Code and each year deliver to the Trustee an Officer's Certificate stating that
such reports have been filed. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by Sections 6050J and
6050P of the Code.

            (h) The Special Servicer shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination in respect of any
Mortgage Loan, Companion Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate (together
with the basis and back-up documentation for the determination) delivered to the
Trustee, the Controlling Class Representative (and, with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative) and the Master Servicer no later than the third Business Day
following such Final Recovery Determination.

            (i) Upon reasonable request of the Master Servicer, the Special
Servicer shall deliver to it and the related Sub-Servicer any other information
and copies of any other documents in its possession with respect to a Specially
Serviced Mortgage Loan or the related Mortgaged Property.

            Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage
Files.

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall promptly notify
the Trustee in writing, who shall release or cause the related Custodian to
release, by a certification (which certification shall be in the form of a
Request for Release in the form of Exhibit D-1 attached hereto and shall be
accompanied by the form of a release or discharge and shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Certificate Account
pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing
Officer (a copy of which certification shall be delivered to the Special
Servicer) and shall request delivery to it of the related Mortgage File. Upon
receipt of such certification and request, the Trustee shall release, or cause
any related Custodian to release, the related Mortgage File to the Master
Servicer and shall deliver to the Master Servicer such release or discharge,
duly executed; provided, however, that in the case of the payment in full of the
Starrett-Lehigh Building Loan or the Starrett-Lehigh Building Subordinate Loan,
the Mortgage File with respect to the Starrett-Lehigh Building Whole Loan shall
not be released by the Trustee unless the Starrett-Lehigh Building Whole Loan is
paid in full. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account, the Distribution Account or the Class SL Distribution Account.

            (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan (including any related Companion Loan), the
Master Servicer or the Special Servicer shall otherwise require any Mortgage
File (or any portion thereof), the Trustee, upon request of the Master Servicer
and receipt from the Master Servicer of a Request for Release in the form of
Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon
request of the Special Servicer and receipt from the Special Servicer of a
Request for Release in the form of Exhibit D-2 attached hereto, shall release,
or cause any related Custodian to release, such Mortgage File (or portion
thereof) to the Master Servicer or the Special Servicer, as the case may be.
Upon return of such Mortgage File (or portion thereof) to the Trustee or related
Custodian, or the delivery to the Trustee of a certificate of a Servicing
Officer of the Special Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation that are required to be deposited into the Certificate Account
pursuant to Section 3.04(a) have been or will be so deposited, or that such
Mortgage Loan has become an REO Property, a copy of the Request for Release
shall be released by the Trustee or related Custodian to the Master Servicer or
the Special Servicer, as applicable.

            (c) Within seven Business Days (or within such shorter period (but
no less than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee of an exigency) of the
Special Servicer's request therefor, the Trustee shall execute and deliver to
the Special Servicer (or the Special Servicer may execute and deliver in the
name of the Trustee based on a limited power of attorney issued in favor of the
Special Servicer pursuant to Section 3.01(b)), in the form supplied to the
Trustee, any court pleadings, requests for trustee's sale or other documents
stated by the Special Servicer to be reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or REO Property or to any
legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note (including any note evidencing a related Companion Loan) or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity or to defend any legal action or counterclaim filed against the Trust
Fund, the Master Servicer or the Special Servicer. Together with such documents
or pleadings, the Special Servicer shall deliver to the Trustee a certificate of
a Servicing Officer requesting that such pleadings or documents be executed by
the Trustee and certifying as to the reason such documents or pleadings are
required and that the execution and delivery thereof by the Trustee will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.

            Section 3.11 Servicing Compensation.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including each Specially Serviced Mortgage Loan) and REO
Loan. Subject to the second paragraph of this Section 3.11, no Master Servicing
Fee shall be payable with respect to the Companion Loans unless such fee is
expressly set forth in the related Intercreditor Agreement; provided that so
long as the Starrett-Lehigh Building Subordinate Loan is in the Trust Fund, the
Master Servicing Fee shall be as set forth herein and the Master Servicing Fee
Rate on the Starrett-Lehigh Building Subordinate Loan shall be 0.010%. As to
each such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at
the related Master Servicing Fee Rate and on the same principal amount
respecting which the related interest payment due on such Mortgage Loan or
deemed to be due on such REO Loan is computed and calculated on the basis of a
360-day year consisting of twelve 30-day months (or, in the event of a Principal
Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or
REO Loan, on the basis of the actual number of days to elapse from and including
the related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event in a month consisting of 30 days). The Master Servicing Fee
with respect to any Mortgage Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. Earned but unpaid Master Servicing
Fees shall be payable monthly, on a loan-by-loan basis, from payments of
interest on each Mortgage Loan and REO Revenues allocable as interest on each
REO Loan. The Master Servicer shall be entitled to recover unpaid Master
Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion
of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of
interest, to the extent permitted by Section 3.05(a)(iii). The right to receive
the Master Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer's responsibilities
and obligations under this Agreement.

            The Master Servicer shall also be entitled to receive a Master
Servicing Fee with respect to each Pari Passu Companion Loan. As to each such
Pari Passu Companion Loan, the Master Servicing Fee shall accrue at the related
Pari Passu Companion Loan Servicing Fee Rate and shall otherwise be subject to
the terms of the first paragraph of this Section 3.11(a); provided that the
Master Servicing Fee for each Pari Passu Companion Loan will be payable solely
from collections on such Pari Passu Companion Loan and not from any other
collections.

            (b) Additional servicing compensation in the form of: (i) all late
payment charges, Penalty Interest, assumption application fees, modification
fees for Mortgage Loan or Companion Loan modifications made by the Master
Servicer pursuant to Section 3.20(i), defeasance fees, charges for beneficiary
statements or demands, amounts collected for checks returned for insufficient
funds and any similar fees (excluding Prepayment Premiums or Yield Maintenance
Charges), in each case to the extent actually paid by a Mortgagor with respect
to a Mortgage Loan or Companion Loan and, with respect to late payment charges
and penalty charges, accrued during the time that such Mortgage Loan or
Companion Loan was not a Specially Serviced Mortgage Loan, and (ii) fifty
percent (50%) of any assumption fee to the extent actually paid by a Mortgagor
with respect to any Mortgage Loan or Companion Loan that is not a Specially
Serviced Mortgage Loan, may be retained by the Master Servicer and are not
required to be deposited in the Certificate Account; provided that the Master
Servicer's right to receive late payment charges and Penalty Interest pursuant
to clause (i) above shall be limited to the portion of such items that have not
been applied to pay interest on Advances as provided in Sections 3.03(d) and
4.03(d) or Additional Trust Fund Expenses or interest on Advances pursuant to
this Section 3.11(b). To the extent the Master Servicer or the Special Servicer
receives late payment charges or Penalty Interest on a Mortgage Loan for which
interest on Advances or Additional Trust Fund Expenses related to such Mortgage
Loan during the preceding 12-month period immediately preceding the receipt of
such late payment charges or Penalty Interest and not previously reimbursed to
the Trust Fund, the Master Servicer shall deposit in the Certificate Account, on
or prior to the P&I Advance Date following the collection of such late payment
charges or Penalty Interest, an amount equal to the lesser of (i) the amount of
late payment charges or Penalty Interest received on such Mortgage Loan or (ii)
the sum of the amount of interest paid to the Master Servicer on Advances
related to such Mortgage Loan during the preceding 12-month period for which the
Trust Fund has not been previously reimbursed and the amount of Additional Trust
Fund Expenses related to such Mortgage Loan incurred during the preceding
12-month period and not previously reimbursed to the Trust Fund. To the extent
that the Master Servicer is not entitled to late payment charges or Penalty
Interest pursuant to the immediately preceding sentence, the Master Servicer
shall deposit such late payment charges and Penalty Interest in the Certificate
Account. Penalty Interest or late payment charges in respect of any Mortgage
Loan or Companion Loan which has accrued during the period when the related
Mortgage Loan or Companion Loan is not a Specially Serviced Mortgage Loan shall
be additional compensation to the Master Servicer even if collected during the
period when the related Mortgage Loan or Companion Loan is a Specially Serviced
Mortgaged Loan. The Master Servicer shall also be entitled to additional
servicing compensation in the form of (i) Prepayment Interest Excesses; (ii)
interest or other income earned on deposits in the Certificate Account and the
Interest Reserve Account, in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to each such account
for each Collection Period), and (iii) to the extent not required to be paid to
any Mortgagor under applicable law or the terms of the related Mortgage Loan or
Companion Loan, any interest or other income earned on deposits in the Reserve
Accounts and Servicing Accounts maintained thereby.

            The Master Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket policy insuring
against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not payable directly out of the Certificate Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement. The Master Servicer shall not waive or agree to any
discount of any portion of assumption fees to which the Special Servicer is
entitled.

            (c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue at
the Special Servicing Fee Rate and on the same principal amount respecting which
the related interest payment due on such Specially Serviced Mortgage Loan or
deemed to be due on such REO Loan is computed and calculated on the basis of a
360-day year consisting of twelve 30-day months (or, in the event of a Principal
Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or
REO Loan, on the basis of the actual number of days to elapse from and including
the related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event in a month consisting of 30 days). The Special Servicing Fee
with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to
accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees
shall be payable monthly out of general collections on the Mortgage Loans,
Companion Loans and any REO Properties on deposit in the Certificate Account
pursuant to Section 3.05(a).

            As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage Loan.
As to each Corrected Mortgage Loan, the Workout Fee shall be payable out of, and
shall be calculated by application of the Workout Fee Rate to, each collection
of interest (other than Additional Interest and Penalty Interest) and principal
received on such Mortgage Loan or Companion Loan for so long as it remains a
Corrected Mortgage Loan (net of any portion of such collection payable or
reimbursable to the Master Servicer, the Special Servicer or the Trustee for any
related unpaid or unreimbursed Master Servicing Fees and/or Advances) received
on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The
Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable
if a Servicing Transfer Event occurs with respect thereto or if the related
Mortgaged Property becomes an REO Property; provided that a new Workout Fee
would become payable if and when such Mortgage Loan and, if applicable,
Companion Loan again became a Corrected Mortgage Loan. If the Special Servicer
is terminated or resigns, it will retain the right to receive any and all
Workout Fees payable with respect to any Specially Serviced Mortgage Loan that
became a Corrected Mortgage Loan during the period that it acted as Special
Servicer and remained a Corrected Mortgage Loan at the time of its termination
or resignation or if the Special Servicer resolved the circumstances and/or
conditions (including by way of a modification of the related Mortgage Loan
documents) causing the Mortgage Loan to be a Specially Serviced Mortgage Loan,
but the Mortgage Loan had not as of the time the Special Servicer is terminated
or resigns become a Corrected Mortgage Loan because the related borrower had not
made three consecutive monthly debt service payments (but had made the most
recent monthly debt service payment prior to the termination of the Special
Servicer) and subsequently becomes a Corrected Mortgage Loan as a result of
making such three consecutive payments. The successor Special Servicer will not
be entitled to any portion of those Workout Fees.

            In addition, with respect to each Specially Serviced Mortgage Loan
and REO Loan (or Qualified Substitute Mortgage Loan substituted in lieu
thereof), the Special Servicer shall be entitled to the Liquidation Fee payable
out of, and calculated by application of the Liquidation Fee Rate to, all
amounts (whether in the form of payments of Liquidation Proceeds or REO Revenues
or a full or discounted payoff by the Mortgagor) received in respect of such
Mortgage Loan or Companion Loan (or, in the case of an REO Loan, in respect of
the related REO Property) and allocable as a full or partial recovery of
principal, interest and expenses in accordance with Section 3.02(b) or the
definition of "REO Loan," as applicable; provided that no Liquidation Fee shall
be payable in connection with, or out of (i) Insurance Proceeds and (ii)
Liquidation Proceeds resulting from receipt of condemnation proceeds or the
purchase of any Mortgage Loan or REO Property by a Mortgage Loan Seller pursuant
to the applicable Mortgage Loan Purchase Agreement (if purchased within the
required time period set forth in such Mortgage Loan Purchase Agreement) or by
the Majority Subordinate Certificateholder, the Class SL Controlling Holder, the
Starrett-Lehigh Building Mezzanine Lender, the Companion Holder or the Special
Servicer pursuant to Section 3.18(c), Section 3.18(d), Section 3.18(e), Section
3.18(h) or Section 3.18(m) or by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder pursuant to Section 9.01; provided,
further, that no Liquidation Fee shall be payable (i) in connection with a
Periodic Payment received in connection with such Mortgage Loan or (ii) to the
extent a Workout Fee is payable concerning the Liquidation Proceeds.

            The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under Sections 6.02, 6.04 and 6.09.

            (d) Additional servicing compensation in the form of: (i) all late
payment charges, Penalty Interest and assumption application fees received on or
with respect to Specially Serviced Mortgage Loans actually collected that, with
respect to late payment charges and penalty charges, accrued during the time
that the related Mortgage Loan was a Specially Serviced Mortgage Loan, (ii)
fifty percent (50%) of any assumption fee to the extent actually paid by a
Mortgagor with respect to any Mortgage Loan or Companion Loan that is not a
Specially Serviced Mortgage Loan and one-hundred percent (100%) of any
assumption fee to the extent actually paid by a Mortgagor with respect to any
Specially Serviced Mortgage Loan, and (iii) modification fees collected on all
Mortgage Loans or Companion Loans (other than modifications made by the Master
Servicer pursuant to Section 3.20(i)), in each case to the extent actually paid
by the related Mortgagor, shall be retained by the Special Servicer or promptly
paid to the Special Servicer by the Master Servicer and shall not be required to
be deposited in the Certificate Account; provided that the Special Servicer's
right to receive late payment charges and Penalty Interest pursuant to clause
(i) above shall be limited to the portion of such items that have not been
applied to pay interest on Advances and property inspection costs in respect of
the related Mortgage Loan as provided in Sections 3.03(d), 3.12(a) and 4.03(d)
or Additional Trust Fund Expenses pursuant to this Section 3.11(d). To the
extent the Master Servicer or the Special Servicer receives late payment charges
or Penalty Interest on a Mortgage Loan for which interest on Advances or
Additional Trust Fund Expenses related to such Mortgage Loan during the
preceding 12-month period and not previously reimbursed to the Trust Fund, the
Special Servicer shall transfer to the Master Servicer for deposit in the
Certificate Account, on or prior to the P&I Advance Date following the
collection of such late payment charges or Penalty Interest, an amount equal to
the lesser of (i) the amount of late payment charges or Penalty Interest
received on such Mortgage Loan or (ii) the sum of the amount of interest paid to
the Master Servicer on Advances related to such Mortgage Loan incurred during
the preceding 12-month period for which the Trust Fund has not been previously
reimbursed and the amount of Additional Trust Fund Expenses related to such
Mortgage Loan during the preceding 12-month period and not previously reimbursed
to the Trust Fund. To the extent that the Special Servicer is not entitled to
late payment charges or Penalty Interest pursuant to the immediately preceding
sentence, the Special Servicer shall promptly transfer such late payment charges
and Penalty Interest to the Master Servicer who shall deposit such late payment
charges and Penalty Interest in the Certificate Account. The Special Servicer
shall also be entitled to additional servicing compensation in the form of: (i)
interest or other income earned on deposits in the REO Account, if established,
in accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to the REO Account for each Collection Period);
and (ii) to the extent not required to be paid to any Mortgagor under applicable
law, any interest or other income earned on deposits in the Servicing Accounts
maintained by the Special Servicer. The Special Servicer shall be required to
pay out of its own funds all general and administrative expenses incurred by it
in connection with its servicing activities hereunder, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in
Section 3.05(a) if and to the extent such expenses are not payable directly out
of the Certificate Account or the REO Account.

            Section 3.12 Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

            (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after a
related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the
related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial
Status Report is below 1.0x; provided that such expense shall be reimbursable
first out of Penalty Interest and late payment charges otherwise payable to the
Special Servicer and received in the Collection Period during which such
inspection related expenses were incurred, then as an Additional Trust Fund
Expense (except to the extent that such Additional Trust Fund Expense is payable
out of the proceeds of any Companion Loan pursuant to the related Intercreditor
Agreement and this Agreement and with respect to any inspection occurring after
the related AB Mortgage Loan (other than the Starrett-Lehigh Building Loan) has
been paid in full). Each of the Master Servicer for each Mortgage Loan other
than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for
each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform
or cause to be performed an inspection of all the Mortgaged Properties at least
once per calendar year (or, in the case of each Mortgaged Property securing a
Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a
then-current principal balance (or allocated loan amount) of less than
$2,000,000 at the time of such inspection, every other calendar year) beginning
in 2004; provided, however, the Master Servicer shall not be required to inspect
any Mortgaged Property that has been inspected by the Special Servicer during
the immediately preceding six months. The Special Servicer and the Master
Servicer shall each prepare (and, in the case of the Special Servicer, shall
deliver to the Master Servicer) a written report of each such inspection
performed by it that sets forth in detail the condition of the Mortgaged
Property and that specifies the existence of: (i) any sale, transfer or
abandonment of the Mortgaged Property of which it is aware, (ii) any change in
the condition or value of the Mortgaged Property that it, in its reasonable
judgment, considers material, or (iii) any visible waste committed on the
Mortgaged Property. The Master Servicer shall deliver such reports to the
Trustee within 45 days of the related inspection and the Trustee shall, subject
to Section 3.15, make copies of all such inspection reports available for review
by Certificateholders and Certificate Owners during normal business hours at the
offices of the Trustee at all times after the Trustee's receipt thereof. Upon
written request and at the expense of the requesting party, the Trustee shall
deliver copies of any such inspection reports to Certificateholders and
Certificate Owners. The Special Servicer shall have the right to inspect or
cause to be inspected (at its own expense) every calendar year any Mortgaged
Property related to a loan that is not a Specially Serviced Mortgage Loan;
provided that the Special Servicer obtains the approval of the Master Servicer
prior to such inspection, and provides a copy of such inspection to the Master
Servicer; provided, further, that the Master Servicer and the Special Servicer
shall not both inspect a Mortgaged Property that is not securing a Specially
Serviced Mortgage Loan in the same calendar year. If the Special Servicer
performs such inspection, such inspection shall satisfy the Master Servicer's
inspection obligations pursuant to this paragraph (a).

            With respect to site inspection information, the Master Servicer
shall make such inquiry of any Mortgagor under any related Mortgage Loan as the
Special Servicer may reasonably request.

            The Special Servicer shall, promptly after a Mortgage Loan becomes a
Specially Serviced Mortgage Loan, give written notice to the Master Servicer,
the Controlling Class Representative (and, with respect to the Starrett-Lehigh
Building Whole Loan, to the Starrett-Lehigh Building Representative) and the
Trustee which shall include an explanation as to the reasons such Mortgage Loan
became a Specially Serviced Mortgage Loan and the Special Servicer's plan for
servicing such Mortgage Loan, a copy of which notice shall be provided by the
Trustee to each Rating Agency and, upon request, to each Certificateholder and
the Depositor.

            (b) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Mortgage Loans and any REO Properties
providing the required information as of the end of the preceding calendar
month: (i) a CMSA Property File; (ii) a CMSA Comparative Financial Status Report
and (iii) a CMSA Financial File. Not later than 5:00 p.m. (New York City time)
on the first Business Day following each Determination Date, the Special
Servicer shall deliver or cause to be delivered to the Master Servicer the
following reports with respect to the Mortgage Loans (and, if applicable, the
related REO Properties) (or, as to clause (iv) below, only with respect to
Specially Serviced Mortgage Loans) providing the required information as of such
Determination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA
REO Status Report and (iv) a CMSA Delinquent Loan Status Report. Not later than
4:00 p.m. (New York City time) on the second Business Day of each calendar
month, the Special Servicer shall deliver or cause to be delivered to the Master
Servicer (in electronic format acceptable to the Master Servicer and the Special
Servicer) an Interim Delinquent Loan Status Report.

            (c) Not later than 4:00 p.m. (New York City time) on the third
Business Day after each Determination Date, the Master Servicer shall deliver or
cause to be delivered to the Trustee (in electronic format acceptable to the
Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan
Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation
Report and CMSA REO Status Report received from the Special Servicer pursuant to
Section 3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status
Report and a CMSA Financial File, each with the required information as of the
end of the preceding calendar month (in each case combining the reports prepared
by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level
Reserve/LOC Report and a CMSA Delinquent Loan Status Report, each with the
required information as of such Determination Date (in each case combining the
reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA
Servicer Watchlist with the required information as of such Determination Date
and (E) an Updated Collection Report. Not later than 4:00 p.m. (New York City
time) on the third Business Day of each calendar month, the Master Servicer
shall deliver or cause to be delivered to the Trustee (in electronic format
acceptable to the Master Servicer and the Trustee) an Interim Delinquent Loan
Status Report.

            (d) The Special Servicer will deliver to the Master Servicer the
reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master
Servicer shall deliver to the Trustee the reports set forth in this Section 3.12
in an electronic format reasonably acceptable to the Special Servicer and the
Master Servicer with respect to the reports set forth in Section 3.12(b) and
this Section 3.12(d), and the Master Servicer and the Trustee with respect to
the reports set forth in Section 3.12(c). The Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may,
absent manifest error, conclusively rely on the CMSA Loan Periodic Update File
to be provided by the Master Servicer pursuant to Section 4.02(b). In the case
of information or reports to be furnished by the Master Servicer to the Trustee
pursuant to this Section 3.12, to the extent that such information is based on
reports to be provided by the Special Servicer pursuant to Section 3.12(b) and
this Section 3.12(d) and, to the extent that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b) and this Section
3.12(d), the Master Servicer shall have no obligation to provide such
information or reports until it has received such information or reports from
the Special Servicer and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by this Section 3.12 to the
extent caused by the Special Servicer's failure to timely provide any report
required under Section 3.12(b) and this Section 3.12(d) of this Agreement.

            The Special Servicer, in the case of any Specially Serviced Mortgage
Loan and REO Loan, and the Master Servicer, in the case of all other Mortgage
Loans shall each consistent with the Servicing Standard, endeavor to obtain
quarterly and annual operating statements and rent rolls with respect to the
related Mortgage Loans and REO Properties, which efforts shall include in the
case of Mortgage Loans, a letter sent to the related Mortgagor each quarter
(followed up with telephone calls) requesting such quarterly and annual
operating statements and rent rolls until they are received to the extent such
action is consistent with applicable law and the related Mortgage Loan
documents.

            The Special Servicer shall promptly following receipt, deliver
copies of the operating statements and rent rolls received or obtained by it to
the Master Servicer, and the Master Servicer shall deliver copies of the
operating statements and rent rolls received or obtained by it to the Rating
Agencies, the Trustee, the Special Servicer or the Controlling Class
Representative (and with respect to the Starrett-Lehigh Building Whole Loan, the
Starrett-Lehigh Building Representative) in each case (other than the Rating
Agencies and the Controlling Class Representative (and with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative) which shall be sent copies within 30 days following the Master
Servicer's receipt) upon request.

            Within 30 days after receipt by the Master Servicer or the Special
Servicer of any annual operating statements with respect to any Mortgaged
Property or REO Property, as applicable, each of the Master Servicer and the
Special Servicer shall prepare or update and, with respect to any CMSA NOI
Adjustment Worksheet prepared or updated by the Special Servicer, forward to the
Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or
REO Property (with the annual operating statements attached thereto as an
exhibit).

            The Special Servicer with respect to each Specially Serviced
Mortgage Loan and REO Loan, and the Master Servicer with respect to each other
Mortgage Loan, shall each prepare and maintain and forward to each other one
CMSA Operating Statement Analysis for each Mortgaged Property and REO Property,
as applicable. The CMSA Operating Statement Analysis for each Mortgaged Property
and REO Property is to be updated by each of the Master Servicer and the Special
Servicer, as applicable, within thirty days after its respective receipt of
updated operating statements for such Mortgaged Property or REO Property, as the
case may be, but in no event less frequently than annually by June 30th of each
year. The Master Servicer and the Special Servicer shall each use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged
Property or REO Property, as the case may be, to update the corresponding CMSA
Operating Statement Analysis and shall use any operating statements received
with respect to any Mortgaged Property or REO Property, as the case may be, to
prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA
Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made
available by the Master Servicer to the Trustee, the Special Servicer or the
Controlling Class Representative (and, with respect to the Starrett-Lehigh
Building Whole Loan, to the Class SL Controlling Holder) in each case upon
request.

            Section 3.13 Annual Statement as to Compliance.

            Each of the Master Servicer and the Special Servicer shall deliver
to the Depositor, the Trustee, the Underwriters, the Controlling Class
Representative, the Starrett-Lehigh Building Representative, and the Rating
Agencies, and, in the case of the Special Servicer, to the Master Servicer, on
or before March 15th of each year (or April 30th of each year with respect to
which the Depositor has informed the Master Servicer that reports described in
Section 8.17(a) are no longer required to be filed), beginning March 15, 2005,
an Officer's Certificate stating, as to each signer thereof, that (i) a review
of the activities of the Master Servicer or the Special Servicer, as the case
may be, during the preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision, (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer or the
Special Servicer, as the case may be, has fulfilled all of its obligations under
this Agreement in all material respects throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof and (iii) the
Master Servicer or the Special Servicer, as the case may be, has received no
notice regarding qualification, or challenging the status, of either REMIC I or
REMIC II as a REMIC under the REMIC Provisions or of the Grantor Trust as a
"grantor trust" for income tax purposes under the Grantor Trust Provisions from
the Internal Revenue Service or any other governmental agency or body or, if it
has received any such notice, specifying the details thereof. With respect to
each year that the reports described in Section 8.17(a) are filed, the Trustee
shall review such Officer's Certificate and inform the Depositor, the Master
Servicer and the Special Servicer of any material exceptions that any
Responsible Officer has actual knowledge of prior to March 25th of the year
received.

            Section 3.14 Reports by Independent Public Accountants.

            On or before March 15th of each year (or April 30th of each year
with respect to which the Depositor has informed the Master Servicer that
reports described in Section 8.17(a) are no longer required to be filed),
beginning March 15th, 2005, each of the Master Servicer and the Special Servicer
at its expense shall cause a firm of independent public accountants (which may
also render other services to the Master Servicer or the Special Servicer) that
is a member of the American Institute of Certified Public Accountants to furnish
a statement to the Trustee, Underwriters, Rating Agencies, Controlling Class
Representative, the Starrett-Lehigh Building Representative, Depositor and, in
the case of the Special Servicer, to the Master Servicer, to the effect that
such firm has examined the servicing operations of the Master Servicer or the
Special Servicer, as the case may be, for the previous calendar year (except
that the first such report shall cover the period from the Closing Date through
December 31st, 2004) and that, on the basis of such examination, conducted
substantially in compliance with USAP, such firm confirms that the Master
Servicer or the Special Servicer, as the case may be, complied with the minimum
servicing standards identified in USAP, in all material respects, except for
such significant exceptions or errors in records that, in the opinion of such
firm, the USAP requires it to report. In rendering such statement, such firm may
rely, as to matters relating to direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Audit Program for Mortgage
Bankers (rendered within one year of such statement) of independent public
accountants with respect to the related Sub-Servicer. With respect to each year
that the reports described in Section 8.17(a) are filed, prior to February 15th
of each calendar year, beginning February 15th, 2005, the Trustee shall notify
the Depositor, the Master Servicer and the Special Servicer of any material
deficiencies in such servicer's compliance with the terms of this Agreement
during the preceding calendar year of which a Responsible Officer of the Trustee
has actual knowledge.

            Section 3.15 Access to Certain Information.

            (a) Upon ten days prior written notice, the Master Servicer (with
respect to the items in clauses (a), (b) (other than Distribution Date
Statements), (c), (d), (e), (f), (h) and (i) below), the Special Servicer (with
respect to the items in clauses (c), (d), (e), (f), (g), (h) and (i) below) and
the Trustee (with respect to the items in clause (b) and (i) below and to the
extent any other items are in its possession) shall make available at their
respective offices primarily responsible for administration of the Mortgage
Loans (or in the case of the Trustee, at its Corporate Trust Office, except with
respect to documents which constitute part of the Mortgage Files, which will be
maintained at its offices in Minnesota), during normal business hours, or send
to the requesting party, such party having been certified to the Trustee, the
Master Servicer or the Special Servicer, as applicable, in accordance with (a)
and (b) in the following paragraph, as appropriate, at the expense of such
requesting party (unless otherwise provided in this Agreement), for review by
any Certificate Owner or Certificateholder or any Person identified by a
Certificate Owner or Certificateholder or its designated agent to the Trustee,
the Master Servicer or the Special Servicer, as the case may be, as a
prospective transferee of any Certificate or interest therein or a Companion
Loan or any interest therein (to the extent such information is related to such
Companion Loan or the related Mortgage Loan), the Trustee, the Rating Agencies,
the Underwriters and anyone specified thereby and the Depositor originals or
copies of the following items: (a) this Agreement and any amendments thereto,
(b) all Distribution Date Statements delivered to holders of the relevant Class
of Certificates since the Closing Date and all reports, statements and analyses
delivered by the Master Servicer since the Closing Date pursuant to Section
3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the
Special Servicer since the Closing Date pursuant to Section 3.13, (d) all
accountants' reports delivered to the Master Servicer in respect of itself or
the Special Servicer since the Closing Date as described in Section 3.14, (e)
the most recent property inspection report prepared by or on behalf of the
Master Servicer in respect of each Mortgaged Property and any Environmental
Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged
Property annual operating statements and rent roll, if any, collected by or on
behalf of the Master Servicer, (g) any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Special Servicer
and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the
Servicing File relating to each Mortgage Loan and (i) any and all Officers'
Certificates and other evidence delivered by the Master Servicer or the Special
Servicer, as the case may be, to support its determination that any Advance was,
or if made, would be, a Nonrecoverable Advance pursuant to Sections 3.03(e) or
4.03(c), including appraisals affixed thereto and any Required Appraisal
prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing
items will be available from the Master Servicer, the Special Servicer or the
Trustee, as the case may be, upon request and shall be provided to any of the
Rating Agencies at no cost pursuant to their reasonable requests.

            In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative (and with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative), in connection with providing access to or copies of any items
in accordance with this Agreement, the Trustee, the Master Servicer or the
Special Servicer, as applicable, shall require: (a) in the case of Certificate
Owners and the Controlling Class Representative (and with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative), a confirmation executed by the requesting Person substantially
in the form of Exhibit L-1 hereto (or such other form as may be reasonably
acceptable to the Trustee, the Master Servicer or the Special Servicer, as
applicable) generally to the effect that such Person is a beneficial holder of
Book-Entry Certificates, or a representative of a beneficial holder of
Book-Entry Certificates, and, subject to the last sentence of this paragraph,
will keep such information confidential (except that such Certificate Owner and
the Controlling Class Representative (and with respect to the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative) may provide
such information to any other Person that holds or is contemplating the purchase
of any Certificate or interest therein; provided that such other Person confirms
in writing such ownership interest or prospective ownership interest and agrees
to keep such information confidential); and (b) in the case of a prospective
purchaser of a Certificate or an interest therein, confirmation executed by the
requesting Person substantially in the form of Exhibit L-2 hereto (or such other
form as may be reasonably acceptable to the Trustee, the Master Servicer or the
Special Servicer, as applicable) generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein, is requesting the
information for use in evaluating a possible investment in Certificates and,
subject to the last sentence of this paragraph, will otherwise keep such
information confidential. The Holders of the Certificates, by their acceptance
thereof, and the Controlling Class Representative (and, with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative), by its acceptance of its appointment, will be deemed to have
agreed, subject to the last sentence of this paragraph, to keep such information
confidential (except that any Holder may provide such information obtained by it
to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein; provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential) and agrees not to use such information in
any manner that would violate federal, state or local securities laws.
Notwithstanding the foregoing, no Certificateholder, Certificate Owner or
prospective Certificateholder or Certificate Owner shall be obligated to keep
confidential any information received from the Trustee, the Master Servicer or
the Special Servicer, as applicable, pursuant to this Section 3.15 that has
previously been made available via the Trustee's, the Master Servicer's or
Special Servicer's Internet Website without restriction as to access, as
applicable, or has previously been filed with the Commission, and the Trustee,
the Master Servicer or the Special Servicer, as applicable, shall not require
either of the certifications contemplated by the second preceding sentence in
connection with providing any information pursuant to this Section 3.15 that has
previously been made available via the Trustee's, the Master Servicer's or
Special Servicer's Internet Website without restriction as to access, as
applicable, or has previously been filed with the Commission.

            Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC,
the Federal Reserve Board and any other banking or insurance regulatory
authority that may exercise authority over any Certificateholder or a Companion
Loan or any interest therein (to the extent such information is related to such
Companion Loan or the related Mortgage Loan), access to any records regarding
the Mortgage Loans and the servicing thereof within its control, except to the
extent it is prohibited from doing so by applicable law or contract or to the
extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders. Such access shall be afforded only
upon reasonable prior written request and during normal business hours at the
offices of the Master Servicer or the Special Servicer, as the case may be,
designated by it.

            The Trustee, the Master Servicer, the Special Servicer and the
Underwriters may require payment from the Certificateholder or Certificate Owner
or holder of a Companion Loan, as applicable, of a sum sufficient to cover the
reasonable costs and expenses of providing any such information or access
pursuant to this Section 3.15 to, or at the request of, the Certificateholders
or Certificate Owners or prospective transferees or holder of a Companion Loan,
as applicable, including, without limitation, copy charges and, in the case of
Certificateholders or Certificate Owners requiring on site review in excess of
three Business Days, reasonable fees for employee time and for space.

            (b) The Master Servicer may, but is not required to, make available
on or prior to the Distribution Date in each month to any interested party (i)
the Distribution Date Statement via its Internet Website, (ii) as a convenience
for interested parties this Agreement, the Prospectus and the Prospectus
Supplement on its Internet Website and (iii) any other items at the request of
the Depositor on its Internet Website.

            The Master Servicer may, but is not required to, make available each
month via its Internet Website (i) to any interested party, the Unrestricted
Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update
File, and (ii) to any Privileged Person, with the use of a password provided by
the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File
and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted
Servicer Report (other than the Interim Delinquent Loan Status Report) that is
not available on the Master Servicer's Internet Website as described in the
immediately preceding sentence by 5:00 p.m. (New York City time) on the related
Distribution Date, and (z) Interim Delinquent Loan Status Report that is not
available on the Master Servicer's Internet Website as described in the
immediately preceding sentence by 5:00 p.m. (New York City time) on the third
Business Day of each calendar month shall be provided (in electronic format, or
if electronic mail is unavailable, by facsimile) by the Master Servicer, upon
request, to any Person otherwise entitled to access such report on the Master
Servicer's Internet Website.

            In connection with providing access to the Master Servicer's
Internet Website, the Master Servicer may require registration and the
acceptance of a disclaimer.

            If three or more Holders or the Controlling Class Representative
(or, with respect to the Starrett-Lehigh Building Whole Loan, the
Starrett-Lehigh Building Representative) (hereinafter referred to as
"Applicants" with a single Person which (together with its Affiliates) is the
Holder of more than one Class of Certificates being viewed as a single Applicant
for these purposes) apply in writing to the Trustee, and such application states
that the Applicants' desire to communicate with other Holders with respect to
their rights under this Agreement or under the Certificates and is accompanied
by a copy of the communication which such Applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, send, at the Applicants' expense, the written communication
proffered by the Applicants to all Certificateholders at their addresses as they
appear in the Certificate Register.

            (c) The Master Servicer and the Special Servicer shall not be
required to confirm, represent or warrant the accuracy or completeness of any
other Person's information or report included in any communication from the
Master Servicer or the Special Servicer under this Agreement. Neither the Master
Servicer nor the Trustee shall be liable for the dissemination of information in
accordance with this Section 3.15. The Trustee makes no representations or
warranties as to the accuracy or completeness of any report, document or other
information made available on the Trustee's Website and assumes no
responsibility therefor. In addition, the Trustee, the Master Servicer and the
Special Servicer may disclaim responsibility for any information distributed by
the Trustee, the Master Servicer or the Special Servicer, respectively, for
which it is not the original source.

            Section 3.16 Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders and, if applicable, the Companion Holder, as their
interests shall appear. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property as soon as practicable in accordance with the Servicing
Standard, but prior to the end of the third year following the calendar year in
which REMIC I acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more
than sixty days prior to the end of such third succeeding year, and is granted
an extension of time (an "REO Extension") by the Internal Revenue Service to
sell such REO Property or (ii) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee, the Special Servicer and the Master Servicer, to the
effect that the holding by REMIC I of such REO Property subsequent to the end of
such third succeeding year will not result in the imposition of taxes on
"prohibited transactions" (as defined in Section 860F of the Code) of either
REMIC I or REMIC II or cause either REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificates are outstanding. If the Special Servicer
is granted the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell such REO
Property within such extended period as is permitted by such REO Extension or
such Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its obtaining the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of
Counsel contemplated by clause (ii) of the second preceding sentence, shall
first be payable from the related REO Account to the extent of available funds
and then be a Servicing Advance by the Master Servicer.

            (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), held on behalf of the Trustee in trust for
the benefit of the Certificateholders and, if applicable, the Companion Holder,
as their interests shall appear, for the retention of revenues and other
proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the
REO Account, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation
Proceeds (net of Liquidation Expenses) received in respect of an REO Property
within 2 Business Days of receipt. Funds in the REO Account may be invested in
Permitted Investments in accordance with Section 3.06. The Special Servicer
shall be entitled to make withdrawals from the REO Account to pay itself, as
additional servicing compensation in accordance with Section 3.11(d), interest
and investment income earned in respect of amounts held in the REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to the REO Account for any Collection Period). The Special
Servicer shall give written notice to the Trustee and the Master Servicer of the
location of the REO Account when first established and of the new location of
the REO Account prior to any change thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property (including any monthly reserve or escrow
amounts necessary to accumulate sufficient funds for taxes, insurance and
anticipated capital expenditures (the "Impound Reserve")). On the last day of
the related Collection Period, the Special Servicer shall withdraw from the REO
Account and deposit into the Certificate Account or deliver to the Master
Servicer or such other Person as may be directed by the Master Servicer (which
shall deposit such amounts into the Certificate Account) the aggregate of all
amounts received in respect of each REO Property during the most recently ended
Collection Period, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided that, in addition to the Impound Reserve, the
Special Servicer may retain in the REO Account such portion of proceeds and
collections as may be necessary to maintain a reserve of sufficient funds for
the proper operation, management and maintenance of the related REO Property
(including, without limitation, the creation of a reasonable reserve for
repairs, replacements and other related expenses).

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
The Special Servicer shall provide the Master Servicer any information with
respect to the REO Account as is reasonably requested by the Master Servicer.

            Section 3.17 Management of REO Property.

            (a) Prior to the acquisition of title to a Mortgaged Property, the
Special Servicer shall review the operation of such Mortgaged Property and
determine the nature of the income that would be derived from such property if
it were acquired by the Trust Fund. If the Special Servicer determines from such
review in compliance with the Servicing Standard that in its good faith and
reasonable judgment:

            (i) None of the income from Directly Operating such REO Property
      would be subject to tax as "net income from foreclosure property" within
      the meaning of the REMIC Provisions (such tax referred to herein as an
      "REO Tax"), and the Special Servicer does not engage in any of the
      activities described in the definition of "Directly Operate" that would
      cause the REO Property to cease to qualify as "foreclosure property"
      within the meaning of Section 860G(a)(8) of the Code, then such Mortgaged
      Property may be Directly Operated by the Special Servicer as REO Property;

            (ii) Directly Operating such Mortgaged Property as an REO Property
      could result in income from such property that would be subject to an REO
      Tax, but that a lease of such property to another party to operate such
      property, or the performance of some services by an Independent Contractor
      with respect to such property, or another method of operating such
      property would not result in income subject to an REO Tax, then the
      Special Servicer may (provided that in the good faith and reasonable
      judgment of the Special Servicer, such alternative is commercially
      feasible and would result in a greater net recovery on a present value
      basis than earning income subject to an REO Tax) acquire such Mortgaged
      Property as REO Property and so lease or manage such REO Property; or

            (iii) It is reasonable to believe that Directly Operating such
      property as REO Property could result in income subject to an REO Tax and
      that such method of operation is commercially feasible and would result in
      a greater net recovery on a present value basis than leasing or other
      method of operating the REO Property that would not incur an REO Tax, the
      Special Servicer shall deliver to the REMIC Administrator, in writing, a
      proposed plan (the "Proposed Plan") to manage such property as REO
      Property. Such plan shall include potential sources of income, and to the
      extent commercially feasible, estimates of the amount of income from each
      such source. Within a reasonable period of time after receipt of such
      plan, the REMIC Administrator shall consult with the Special Servicer and
      shall advise the Special Servicer of the REMIC Administrator's federal
      income tax reporting position with respect to the various sources of
      income that the Trust Fund would derive under the Proposed Plan. In
      addition, the REMIC Administrator shall (to the extent reasonably
      possible) advise the Special Servicer of the estimated amount of taxes
      that the Trust Fund would be required to pay with respect to each such
      source of income. After receiving the information described in the two
      preceding sentences from the REMIC Administrator, the Special Servicer
      shall either (A) implement the Proposed Plan (after acquiring the
      respective Mortgaged Property as REO Property) or (B) manage such property
      in a manner that would not result in the imposition of an REO Tax on the
      income derived from such property. All of the REMIC Administrator's
      expenses (including any fees and expenses of counsel or other experts
      reasonably retained by it) incurred pursuant to this Section shall be
      reimbursed to it from the Trust Fund in accordance with Section 10.01(e).

            The Special Servicer's decision as to how each REO Property shall be
managed shall be based on the Servicing Standard and in any case on the good
faith and reasonable judgment of the Special Servicer as to which means would be
in the best interest of the Certificateholders (or, if the REO Property was
formerly a Mortgaged Property securing a Co-Lender Loan, the Certificateholders
and the related Companion Holder (as a collective whole in accordance with the
Servicing Standard)) by maximizing (to the extent commercially feasible and
consistent with Section 3.17(b)) the net after-tax REO Revenues received by the
Trust Fund with respect to such property and, to the extent consistent with the
foregoing, in the same manner as would prudent mortgage loan servicers operating
acquired mortgaged property comparable to the respective Mortgaged Property.
Both the Special Servicer and the REMIC Administrator may, at the expense of the
Trust Fund payable pursuant to Section 3.05(a)(xiv), consult with counsel.

            (b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve and protect such REO Property for the benefit of the
Certificateholders (or, if the REO Property was formerly a Mortgaged Property
securing a Co-Lender Loan, the Certificateholders and the related Companion
Holder (as a collective whole in accordance with the Servicing Standard)) solely
for the purpose of its prompt disposition and sale in a manner that does not and
will not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or either result in the
receipt by REMIC I, as applicable, of any "income from non-permitted assets"
within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse
REMIC Event. Subject to the foregoing, however, the Special Servicer shall have
full power and authority to do any and all things in connection therewith as are
consistent with the Servicing Standard and, consistent therewith, shall withdraw
from the REO Account, to the extent of amounts on deposit therein with respect
to any REO Property, funds necessary for the proper management, maintenance and
disposition of such REO Property, including without limitation:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property; and

            (iv) all costs and expenses necessary to maintain, lease, sell,
      protect, manage and restore such REO Property.

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in the preceding
sentence with respect to such REO Property, the Master Servicer, subject to the
second paragraph of Section 3.03(c), shall make Servicing Advances in such
amounts as are necessary for such purposes unless (as evidenced by an Officer's
Certificate delivered to the Trustee) the Master Servicer would not make such
advances if the Master Servicer owned such REO Property or the Master Servicer
determines, in accordance with the Servicing Standard, that such payment would
be a Nonrecoverable Advance; provided, however, that the Master Servicer may
make any such Servicing Advance without regard to recoverability if it is a
necessary fee or expense incurred in connection with the defense or prosecution
of legal proceedings.

            (c) Unless Section 3.17 (a)(i) applies, the Special Servicer shall
contract with any Independent Contractor (if required by the REMIC Provisions
for the REO Property to remain classified as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code) for the operation and management of
any REO Property; provided that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be
      expenses of the Trust Fund) shall be reasonable and customary in
      consideration of the nature and locality of the REO Property;

            (iii) except as permitted under Section 3.17(a), any such contract
      shall require, or shall be administered to require, that the Independent
      Contractor, in a timely manner, pay all costs and expenses incurred in
      connection with the operation and management of such REO Property,
      including, without limitation, those listed in Section 3.17(b) above, and
      remit all related revenues collected (net of its fees and such costs and
      expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of any
      such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. No agreement entered into pursuant to this
Section 3.17(c) shall be deemed a Sub-Servicing Agreement for purposes of
Section 3.22.

            Section 3.18 Resolution of Defaulted Mortgage Loans and REO
Properties.

            (a) The Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Mortgage Loan or an REO
Property only on the terms and subject to the conditions set forth in this
Section 3.18 or as otherwise expressly provided in or contemplated by Sections
2.03 and 9.01.

            (b) Within 60 days after a Mortgage Loan becomes a Defaulted
Mortgage Loan, the Special Servicer shall determine the fair value of the
Mortgage Loan in accordance with the Servicing Standard; provided, however, that
such determination shall be made without taking into account any effect the
restrictions on the sale of such Mortgage Loan contained herein may have on the
value of such Defaulted Mortgage Loan; provided, further, that, the Special
Servicer shall use reasonable efforts promptly to obtain an Appraisal with
respect to the related Mortgaged Property unless it has an Appraisal that is
less than 12-months old and has no actual knowledge of, or notice of, any event
which in the Special Servicer's judgment would materially affect the validity of
such Appraisal. The Special Servicer shall make its fair value determination as
soon as reasonably practicable (but in any event within thirty (30) days) after
its receipt of such new Appraisal, if applicable. The Special Servicer is
permitted to change, from time to time, its determination of the fair value of a
Defaulted Mortgage Loan based upon changed circumstances, new information or
otherwise, in accordance with the Servicing Standard; provided, however, the
Special Servicer shall update its determination of the fair value at least once
every 90 days. The Special Servicer shall notify the Trustee, the Master
Servicer, each Rating Agency and the Majority Subordinate Certificateholder
promptly upon its fair value determination and any adjustment thereto. In
determining the fair value of any Defaulted Mortgage Loan, the Special Servicer
shall take into account, among other factors, the period and amount of the
delinquency on such Mortgage Loan, the occupancy level and physical condition of
the related Mortgaged Property, the state of the local economy in the area where
the Mortgaged Property is located, and the time and expense associated with a
purchaser's foreclosing on the related Mortgaged Property. In addition, the
Special Servicer shall refer to all other relevant information obtained by it or
otherwise contained in the Mortgage Loan File; provided that the Special
Servicer shall take account of any change in circumstances regarding the related
Mortgaged Property known to the Special Servicer that has occurred subsequent
to, and that would, in the Special Servicer's reasonable judgment, materially
affect the value of the related Mortgaged Property reflected in the most recent
related Appraisal. Furthermore, the Special Servicer shall consider all
available objective third-party information obtained from generally available
sources, as well as information obtained from vendors providing real estate
services to the Special Servicer, concerning the market for distressed real
estate loans and the real estate market for the subject property type in the
area where the related Mortgaged Property is located. The Special Servicer may
conclusively rely on the opinion and reports of Independent third parties in
making such determination.

            (c) Subject to the terms set forth in Section 2.03, in the event a
Mortgage Loan becomes a Defaulted Mortgage Loan, each of the Majority
Subordinate Certificateholder and the Special Servicer shall have an assignable
option (a "Purchase Option") to purchase such Defaulted Mortgage Loan from the
Trust Fund (with respect to the Starrett-Lehigh Building Whole Loan, subject to
Section 3.18(m)) at a price (the "Option Price") equal to (i) the Purchase
Price, if the Special Servicer has not yet determined the fair value of the
Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan
as determined by the Special Servicer in the manner described in Section 3.18(b)
and in accordance with the Servicing Standard, if the Special Servicer has made
such fair value determination. Any holder of a Purchase Option may sell,
transfer, assign or otherwise convey its Purchase Option with respect to any
Defaulted Mortgage Loan to any party other than the related Mortgagor or an
Affiliate of the related Mortgagor or an Affiliate of the related borrower under
the Mortgage Loan at any time after the related Mortgage Loan becomes a
Defaulted Mortgage Loan. The transferor of any Purchase Option shall notify the
Trustee and the Master Servicer of such transfer and such notice shall include
the transferee's name, address, telephone number, facsimile number and
appropriate contact person(s) and shall be acknowledged in writing by the
transferee. Notwithstanding the foregoing, and subject to Section 3.18(d) of
this Agreement, the Majority Subordinate Certificateholder shall have the right
to exercise its Purchase Option prior to any exercise of the Purchase Option by
any other holder of a Purchase Option (except with respect to the
Starrett-Lehigh Building Whole Loan); if the Purchase Option is not exercised by
the Majority Subordinate Certificateholder or any assignee thereof within 60
days of a Mortgage Loan becoming a Defaulted Mortgage Loan, then the Special
Servicer shall have the right to exercise its Purchase Option prior to any
exercise by the Majority Subordinate Certificateholder and the Special Servicer
or its assignee may exercise such Purchase Option at any time during the fifteen
day period immediately following the expiration of such 60-day period. Following
the expiration of such fifteen day period, the Majority Subordinate
Certificateholder shall again have the right to exercise its Purchase Option
prior to any exercise of the Purchase Option by the Special Servicer. If not
exercised earlier, the Purchase Option with respect to any Defaulted Mortgage
Loan will automatically terminate (i) once the related Defaulted Mortgage Loan
is no longer a Defaulted Mortgage Loan; provided, however, that, if such
Mortgage Loan subsequently becomes a Defaulted Mortgage Loan, the related
Purchase Option shall again be exercisable, (ii) upon the acquisition, by or on
behalf of the Trust Fund, of title to the related Mortgaged Property through
foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off,
in full or at a discount, of such Defaulted Mortgage Loan in connection with a
workout.

            (d) Notwithstanding the provisions of Section 3.18(c), Section
3.18(g) or Section 3.18(h), pursuant to the terms of the Intercreditor
Agreements related to the AB Mortgage Loans, a Holder of a related AB Companion
Loan will have the right to purchase the related AB Mortgage Loan or related REO
Property. Such right of the Holder of the related AB Companion Loan shall have
priority over any provision described in Section 3.18(c), Section 3.18(g) or
Section 3.18(h). If the AB Mortgage Loan or REO Property is purchased by the
Holder of the related AB Companion Loan, repurchased by the applicable Mortgage
Loan Seller or otherwise ceases to be subject to this Agreement, the related
Companion Loans (other than the Starrett-Lehigh Building Subordinate Loan)will
no longer be subject to this Agreement. Neither the Trustee, the Master Servicer
nor the Trust Fund shall acquire a Companion Loan; provided, however, the Master
Servicer or an affiliate may own or acquire a Pari Passu Companion Loan.

            In addition, (i) in the event of certain events of default under the
11 Madison Avenue Loan or any of the 11 Madison Avenue Companion Loans, the
holders of the 11 Madison Avenue Subordinate Loans shall be entitled to the cure
rights contained in Section 7 of the 11 Madison Avenue Intercreditor Agreement
and such cure by any holder of an 11 Madison Avenue Subordinate Loan shall have
the consequences set forth in such Intercreditor Agreement, and (ii) so long as
no Starrett-Lehigh Building Control Appraisal Period has occurred and is
continuing, the Holders of 100% of the Percentage Interests in the Class SL
Certificates shall be entitled to exercise the cure rights set forth in Section
8(b) of the Starrett-Lehigh Building Intercreditor Agreement and such cure by
the Holders of the Class SL Certificates shall have the consequences set forth
in such Intercreditor Agreement.

            (e) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan has become a Defaulted Mortgage Loan, the holder (whether the
original grantee of such option or any subsequent transferee) of the Purchase
Option may exercise the Purchase Option by providing the Master Servicer and the
Trustee written notice thereof (the "Purchase Option Notice"), in the form of
Exhibit O, which notice shall identify the Person that, on its own or through an
Affiliate, will acquire the related Mortgage Loan upon closing and shall specify
a cash exercise price at least equal to the Option Price. The Purchase Option
Notice shall be delivered in the manner specified in Section 11.05. The exercise
of any Purchase Option pursuant to this clause (e) shall be irrevocable.

            (f) If the Special Servicer or the Majority Subordinate
Certificateholder, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, the Trustee shall determine as soon as reasonably practicable (and, in any
event, within thirty (30) days) after the Trustee has received the written
notice, whether the Option Price represents fair value for the Defaulted
Mortgage Loan; provided that, if the Special Servicer is then in the process of
obtaining a new Appraisal with respect to the related Mortgaged Property, then
the Trustee shall make its fair value determination with respect to such
Mortgage Loan as soon as reasonably practicable (but in any event within thirty
(30) days) after the Trustee's receipt of such new Appraisal. Such fair value
determination shall be made in accordance with the Trustee's good faith
reasonable judgment. In determining the fair value of any Defaulted Mortgage
Loan, the Trustee shall take into account, among other factors, the period and
amount of the delinquency on such Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, and the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property. In addition, the Trustee shall refer to the Servicing Standard, the
Trustee's good faith reasonable judgment and all other relevant information
delivered to it by the Special Servicer or otherwise contained in the Mortgage
Loan File; provided that the Trustee shall take account of any change in
circumstances regarding the related Mortgaged Property known to the Trustee that
has occurred subsequent to, and that would, in the Trustee's reasonable
judgment, materially affect the value of the related Mortgaged Property.
Furthermore, the Trustee shall consider all available objective third-party
information obtained from generally available sources, concerning the market for
distressed real estate loans and the real estate market for the subject property
type in the area where the related Mortgaged Property is located. The Trustee
may rely on the opinion and reports of Independent third parties in making such
determination; provided that the Trustee may rely on the most current Appraisal
obtained for the related Mortgaged Property pursuant to this Agreement. The
reasonable costs of all appraisals, inspection reports and broker opinions of
value, reasonably incurred by the Trustee or any such third party pursuant to
this subsection shall be advanced by the Master Servicer and shall constitute,
and be reimbursable as, Servicing Advances (or if such Advance is deemed to be a
Nonrecoverable Advance such costs shall be reimbursable as Additional Trust Fund
Expenses from the Certificate Account pursuant to Section 3.05(a)). The other
parties to this Agreement shall cooperate with all reasonable requests for
information.

            (g) Unless and until the Purchase Option with respect to a Defaulted
Mortgage Loan is exercised, the Special Servicer shall pursue such other
resolution strategies available hereunder with respect to such Defaulted
Mortgage Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate consistent with the Servicing Standard;
provided, however, the Special Servicer will not be permitted to sell the
Defaulted Mortgage Loan other than in connection with the exercise of the
related Purchase Option.

            (h) In the event that title to any REO Property is acquired by the
Trust Fund in respect of any Defaulted Mortgage Loan, the deed or certificate of
sale shall be issued to the Trust Fund, the Trustee or to its nominees. The
Special Servicer, after notice to the Controlling Class Representative (and,
with respect to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh
Building Representative), shall use its reasonable best efforts to sell any REO
Property as soon as practicable in accordance with Section 3.16(a). If the
Special Servicer on behalf of the Trustee has not received an REO Extension or
an Opinion of Counsel described in Section 3.16(a) and the Special Servicer is
not able to sell such REO Property within the period specified above, or if an
REO Extension has been granted and the Special Servicer is unable to sell such
REO Property within the extended time period, the Special Servicer shall, after
consultation with the Controlling Class Representative (and, with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative), before the end of such period or extended period, as the case
may be, auction the REO Property to the highest bidder (which may be the Special
Servicer) in accordance with the Servicing Standard. The Special Servicer shall
give the Controlling Class Representative (and, with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative), the Master Servicer and the Trustee not less than five days'
prior written notice of its intention to sell any REO Property, and in respect
of such sale, the Special Servicer shall offer such REO Property in a
commercially reasonable manner. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted in writing and be accompanied by a refundable deposit of
cash in an amount equal to 5% of the bid amount. No Interested Person shall be
permitted to purchase the REO Property at a price less than the Purchase Price;
provided, further, that, if the Special Servicer intends to bid on any REO
Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii)
the Trustee shall promptly obtain, at the expense of the Trust Fund, an
Appraisal of such REO Property and (iii) the Special Servicer shall not bid less
than the greater of (a) the fair market value set forth in such Appraisal or (b)
the Purchase Price.

            (i) Subject to the REMIC Provisions, the Special Servicer shall act
on behalf of the Trust Fund in negotiating and taking any other action necessary
or appropriate in connection with the sale of any REO Property or the exercise
of a Purchase Option, including the collection of all amounts payable in
connection therewith. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may bid for
or purchase any REO Property or purchase any Defaulted Mortgage Loan. Any sale
of a Defaulted Mortgage Loan (pursuant to a Purchase Option) or an REO Property
shall be without recourse to, or representation or warranty by, the Trustee, the
Depositor, the Special Servicer, the Master Servicer, any Mortgage Loan Seller
or the Trust Fund. Notwithstanding the foregoing, nothing herein shall limit the
liability of the Master Servicer, the Special Servicer or the Trustee to the
Trust Fund and the Certificateholders for failure to perform its duties in
accordance herewith. None of the Special Servicer, the Master Servicer, the
Depositor or the Trustee shall have any liability to the Trust Fund or any
Certificateholder with respect to the price at which a Defaulted Mortgage Loan
is sold if the sale is consummated in accordance with the terms of this
Agreement.

            (j) Upon exercise of a Purchase Option, the holder of such Purchase
Option shall be required to pay the purchase price specified in its Purchase
Option Notice to the Special Servicer within 10 Business Days of exercising its
Purchase Option. The proceeds of any sale of a Defaulted Mortgage Loan, after
deduction of the expenses of such sale incurred in connection therewith, shall
be remitted by the Special Servicer to the Master Servicer within one Business
Day of receipt for deposit into the Certificate Account. The Special Servicer
shall immediately notify the Trustee upon the holder of the effective Purchase
Option's failure to remit the purchase price specified in its Purchase Option
Notice pursuant to this Section 3.18(j). Thereafter, the Special Servicer shall
notify each holder of a Purchase Option of such failure and such holder of a
Purchase Option may then exercise its Purchase Option in accordance with this
Section 3.18.

            (k) Notwithstanding anything herein to the contrary, the Special
Servicer shall not take or refrain from taking any action pursuant to
instructions from the Controlling Class Representative or, the Starrett-Lehigh
Building Representative that would cause it to violate applicable law or any
term or provision of this Agreement, including the REMIC Provisions and the
Servicing Standard.

            (l) The amount paid for a Defaulted Mortgage Loan or related REO
Property purchased under this Agreement shall be deposited into the Certificate
Account, or if applicable, applied in accordance with the related Intercreditor
Agreement (except that portion of any purchase price constituting Gain-on-Sale
Proceeds which shall be deposited in the Gain-on-Sale Reserve Account). Upon
receipt of an Officer's Certificate from the Master Servicer to the effect that
such deposit has been made, the Trustee shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it and are reasonably necessary to vest in the purchaser of such
Defaulted Mortgage Loan or related REO Property ownership of the Defaulted
Mortgage Loan or REO Property. The Custodian, upon receipt of a Request for
Release, shall release or cause to be released to the Master Servicer or Special
Servicer the related Mortgage File. In connection with any such purchase, the
Special Servicer shall deliver the related Servicing File to the purchaser of a
Defaulted Mortgage Loan or related REO Property.

            (m) If the Starrett-Lehigh Building Loan is a Specially Serviced
Mortgage Loan that becomes a Defaulted Mortgage Loan, the Special Servicer shall
promptly notify in writing the Master Servicer and the Trustee, and the Trustee,
following its receipt of such notice, shall promptly notify the Holders of the
Class SL Certificates. Upon receipt of such notice, the Class SL Controlling
Holder will have the option, but not the obligation, to purchase the
Starrett-Lehigh Building Whole Loan from the Trust Fund at a price equal to the
Purchase Price thereof. If the Class SL Controlling Holder fails to exercise
such option pursuant to the terms of the Starrett-Lehigh Building Intercreditor
Agreement, then the Starrett-Lehigh Building Loan and the Starrett-Lehigh
Building Subordinate Loan may be sold in accordance with this Section 3.18.
Notwithstanding the above or Section 3.18(c) or Section 3.18(g) herein, pursuant
to the terms of the Starrett-Lehigh Building Mezzanine Intercreditor Agreement,
the Mezzanine Lender thereunder will have the right to purchase the
Starrett-Lehigh Whole Loan (as long as an event of default has occurred and is
continuing under the related Starrett-Lehigh Whole Loan documents) and such
right shall have priority over any provision of Section 3.18(c) or Section
3.18(g).

            Section 3.19 Additional Obligations of Master Servicer and Special
Servicer.

            (a) The Master Servicer shall deposit in the Certificate Account on
each P&I Advance Date, without any right of reimbursement therefor with respect
to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other
than any Mortgage Loan for which the Special Servicer has waived a prepayment
restriction) that was subject to a voluntary Principal Prepayment during the
most recently ended Collection Period creating a Prepayment Interest Shortfall,
an amount equal to the lesser of (i) the amount of the related Prepayment
Interest Shortfall and (ii) the sum of (A) the Master Servicing Fee (calculated
for this purpose only at a rate of 0.020% per annum) received by the Master
Servicer during such Collection Period on such Mortgage Loan and (B) investment
income earned by the Master Servicer on the related Principal Prepayment during
the most recently ended Collection Period.

            (b) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, promptly
(and in any event within 60 days of the Closing Date) notify the related ground
lessor in writing of the transfer of such Mortgage Loan to the Trust Fund
pursuant to this Agreement and inform such ground lessor that any notices of
default under the related Ground Lease should thereafter be forwarded to the
Master Servicer.

            (c) The Master Servicer shall provide to each Companion Holder any
reports or notices required to be delivered to such Companion Holder pursuant to
the related Intercreditor Agreement.

            (d) Subject to the terms of the applicable Mortgage Loan documents
and related Intercreditor Agreement, with respect to the Mortgage Loans
identified as the 11 Madison Avenue Loan, the Phillips Point Office Building
Loan, the Starrett-Lehigh Building Loan, the North Riverside Park Mall Loan, the
520 Eighth Avenue Loan and the Villa Del Sol Apartments Loan (identified as loan
numbers 1, 2, 3, 5, 6 and 7 on the Mortgage Loan Schedule), the Master Servicer
or the Special Servicer, as applicable, to the extent the lender is given
discretion under the related Mortgage Loan documents, shall only consent to any
modification, waiver or amendment to the organizational documents of the related
Mortgagor upon receipt of written confirmation from each Rating Agency that such
modification, waiver or amendment would not result in the qualification,
downgrade or withdrawal to the ratings then assigned to the Certificates.

            (e) Subject to the terms of the applicable Mortgage Loan documents
and related Intercreditor Agreement, with respect to the Mortgage Loans
identified as the 11 Madison Avenue Loan, the Starrett-Lehigh Building Loan, the
North Riverside Park Mall Loan and the 520 Eighth Avenue Loan (identified as
loan numbers 1, 3, 5 and 6 on the Mortgage Loan Schedule), the Master Servicer
or the Special Servicer, as applicable, to the extent the lender is given
discretion under the related Mortgage Loan documents, shall only consent to any
change in the property manager of the related Mortgaged Property upon receipt of
written confirmation from each Rating Agency that such change in the property
manager of the related Mortgaged Property will not result in the qualification,
downgrade or withdrawal to the ratings then assigned to the Certificates.

            Section 3.20 Modifications, Waivers, Amendments and Consents.

            (a) Subject to Sections 3.20(b) through 3.20(m) below and further
subject to Sections 3.08(b) and 6.11, the Master Servicer (to the extent
provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer
may, on behalf of the Trustee, agree to any modification, waiver or amendment of
any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease
reviews and lease consents related thereto) without the consent of the Trustee
or any Certificateholder.

            (b) All modifications, waivers or amendments of any Mortgage Loan
(including, subject to Section 3.20(i), the lease reviews and lease consents
related thereto) shall be in writing and shall be considered and effected in
accordance with the Servicing Standard; provided, however, that neither the
Master Servicer nor the Special Servicer, as applicable, shall make or permit or
consent to, as applicable, any modification, waiver or amendment of any term of
any Mortgage Loan not otherwise permitted by this Section 3.20 that would
constitute a "significant modification" of such Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b).

            (c) Except as provided in 3.20(d) and the last sentence of Section
3.02(a), the Special Servicer, on behalf of the Trustee, shall not agree or
consent to any modification, waiver or amendment of any term of any Mortgage
Loan that would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Prepayment Premiums or Yield
      Maintenance Charges, but excluding Penalty Interest and amounts payable as
      additional servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Mortgagor to pay a
      Prepayment Premium or Yield Maintenance Charge or permit a Principal
      Prepayment during any period in which the related Mortgage Note prohibits
      Principal Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(d), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Independent Appraiser
      delivered to the Special Servicer at the expense of the related Mortgagor
      and upon which the Special Servicer may conclusively rely) of the property
      to be released other than in connection with a taking of all or part of
      the related Mortgaged Property or REO Property for not less than fair
      market value by exercise of the power of eminent domain or condemnation or
      casualty or hazard losses with respect to such Mortgaged Property or REO
      Property; or

            (iv) if such Mortgage Loan is equal to or in excess of 5% of the
      then aggregate current principal balances of all Mortgage Loans or
      $35,000,000 (or with respect to Moody's $25,000,000), or is one of the ten
      largest Mortgage Loans by Stated Principal Balance as of such date, permit
      the transfer or transfers of (A) the related Mortgaged Property or any
      interest therein or (B) equity interests in the borrower or any equity
      owner of the borrower that would result, in the aggregate during the term
      of the related Mortgage Loan, in a transfer greater than 49% of the total
      interest in the borrower and/or any equity owner of the borrower or a
      transfer of voting control in the borrower or an equity owner of the
      borrower without the prior written confirmation from each Rating Agency
      that such changes will not result in the qualification, downgrade or
      withdrawal to the ratings then assigned to the Certificates;

            (v) allow any additional lien on the related Mortgaged Property if
      such Mortgage Loan is equal to or in excess of 2% of the then aggregate
      current principal balances of the Mortgage Loans or $20,000,000, is one of
      the ten largest Mortgage Loans by Stated Principal Balance as of such
      date, or, with respect to S&P only, has an aggregate LTV that is equal to
      or greater than 85% or has an aggregate Debt Service Coverage Ratio that
      is less than 1.2x without the prior written confirmation from each Rating
      Agency (as applicable) that such change will not result in the
      qualification, downgrade or withdrawal of the ratings then assigned to the
      Certificates; or

            (vi) in the reasonable, good faith judgment of the Special Servicer,
      otherwise materially impair the security for such Mortgage Loan or reduce
      the likelihood of timely payment of amounts due thereon.

            (d) Notwithstanding Section 3.20(c), but subject to the third
paragraph of this Section 3.20(d), and the rights of the Controlling Class
Representative (and, with respect to the Starrett-Lehigh Building Subordinate
Loan, the Starrett-Lehigh Building Representative) and the rights (if any) of a
Companion Holder pursuant to the related Intercreditor Agreement, the Special
Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage
Loan by forgiving principal, accrued interest or any Prepayment Premium or Yield
Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any
Specially Serviced Mortgage Loan, including by way of a reduction in the related
Mortgage Rate, (iii) forbear in the enforcement of any right granted under any
Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv)
extend the maturity date of any Specially Serviced Mortgage Loan, or (v) accept
a Principal Prepayment on any Specially Serviced Mortgage Loan during any
Lockout Period; provided that (A) the related Mortgagor is in default with
respect to the Specially Serviced Mortgage Loan or, in the reasonable, good
faith judgment of the Special Servicer, such default is reasonably foreseeable,
and (B) in the reasonable, good faith judgment of the Special Servicer, such
modification would increase the recovery on the Mortgage Loan to
Certificateholders on a net present value basis (the relevant discounting of
amounts that will be distributable to Certificateholders to be performed at the
related Net Mortgage Rate). In the case of every other modification, waiver or
consent, the Special Servicer shall determine and may rely on an Opinion of
Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the
extent not paid by the related Mortgagor) to the effect that such modification,
waiver or amendment would not both (1) effect an exchange or reissuance of the
Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code and (2)
cause either REMIC I or REMIC II to fail to qualify as a REMIC under the Code or
result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions.

            In addition, notwithstanding Section 3.20(c), but subject to the
third paragraph of this Section 3.20(d), the Special Servicer may extend the
date on which any Balloon Payment is scheduled to be due in respect of a
Specially Serviced Mortgage Loan if the conditions set forth in the proviso to
the prior paragraph are satisfied and the Special Servicer has obtained an
Appraisal of the related Mortgaged Property, in connection with such extension,
which Appraisal supports the determination of the Special Servicer contemplated
by clause (B) of the proviso to the immediately preceding paragraph.

            In no event will the Special Servicer (i) extend the maturity date
of a Mortgage Loan beyond a date that is two years prior to the Rated Final
Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than
the lesser of (A) the original Mortgage Rate of such Mortgage Loan, (B) the
highest Pass-Through Rate of any Class of Certificates (other than the Class X
Certificates) then outstanding and (C) a rate below the then prevailing interest
rate for comparable loans, as determined by the Special Servicer, (iii) if the
Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee
simple interest), extend the maturity date of such Mortgage Loan beyond a date
which is less than 20 years prior to the expiration of the term of such Ground
Lease; (iv) defer interest due on any Mortgage Loan in excess of 10% of the
Stated Principal Balance of such Mortgage Loan or defer the collection of
interest on any Mortgage Loan without accruing interest on such deferred
interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan.

            The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall append to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.

            (e) Any payment of interest that is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
modification, waiver or amendment so permit. The foregoing shall in no way limit
the Special Servicer's ability to charge and collect from the Mortgagor costs
otherwise collectible under the terms of the related Mortgage Note and this
Agreement together with interest thereon.

            (f) The Special Servicer or, with respect to clause (i) below, the
Master Servicer may, as a condition to granting any request by a Mortgagor for
consent, modification, waiver or indulgence or any other matter or thing, the
granting of which is within its discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to it (i) as
additional servicing compensation, a reasonable or customary fee for the
additional services performed in connection with such request; provided such fee
would not itself be a "significant modification" pursuant to Treasury
Regulations Section 1.1001-3(e)(2) and (ii) any related costs and expenses
incurred by it. In no event shall the Special Servicer be entitled to payment
for such fees or expenses unless such payment is collected from the related
Mortgagor.

            (g) The Special Servicer shall notify the Master Servicer, any
related Sub-Servicers, the Trustee, the Controlling Class Representative (and,
with respect to the Starrett-Lehigh Building Subordinate Loan, the
Starrett-Lehigh Building Representative) with respect to any Co-Lender Loan, the
related Companion Holder and the Rating Agencies, in writing, of any material
modification, waiver or amendment of any term of any Mortgage Loan (including
fees charged the Mortgagor) and the date thereof, and shall deliver to the
Custodian for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver or amendment, promptly (and
in any event within ten Business Days) following the execution thereof. Copies
of each agreement whereby any such modification, waiver or amendment of any term
of any Mortgage Loan is effected shall be made available for review upon prior
request during normal business hours at the offices of the Special Servicer
pursuant to Section 3.15 hereof.

            (h) The Master Servicer shall not permit defeasance of any Mortgage
Loan (x) on or before the earliest date on which defeasance is permitted under
the terms of such Mortgage Loan, and (y) to the extent inconsistent with the
terms of such Mortgage Loan. Unless and to the extent the Master Servicer is
precluded from preventing such defeasance by the related Mortgage Loan documents
or otherwise (provided that the Master Servicer shall not allow such defeasance
to cause either REMIC I or REMIC II created hereunder to fail to qualify as a
REMIC; provided further, the Master Servicer may rely on an Opinion of Counsel
as provided for in (ii) below), the Master Servicer will not permit defeasance
of any Mortgage Loan, unless: (i) the defeasance collateral consists of
"Government Securities" within the meaning of the Investment Company Act of
1940, (ii) the Master Servicer has determined that the defeasance will not
result in an Adverse REMIC Event (provided that the Master Servicer shall be
entitled to rely conclusively on an Opinion of Counsel to that effect), (iii)
the Master Servicer has notified the Rating Agencies, (iv) to the extent the
defeasance of the Mortgage Loan is required by the then-current applicable
Rating Agency criteria to be reviewed by a Rating Agency, such Rating Agency has
confirmed that such defeasance will not result in the qualification, downgrade
or withdrawal of the rating then assigned to any Class of Certificates to which
a rating has been assigned by such Rating Agency (provided that, (A) no
confirmation from S&P shall be required if the Mortgage Loan being defeased,
together with all Mortgage Loans cross-collateralized with such Mortgage Loan,
(i) is not one of the ten (10) largest Mortgage Loans (or cross-collateralized
groups of Mortgage Loans) by Stated Principal Balance in the Trust Fund, and
(ii) has a Stated Principal Balance at the time of the defeasance that is less
than $20,000,000 and less than 5% of the aggregate Stated Principal Balance at
the time of the defeasance of the Mortgage Loans and the Master Servicer shall
have delivered a Defeasance Certificate substantially in the form of Exhibit P
hereto, (v) the Master Servicer has requested and received from the related
Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee
will have a perfected, first priority security interest in such defeasance
collateral and (B) written confirmation from a firm of Independent accountants
stating that payments made on such defeasance collateral in accordance with the
terms thereof will be sufficient to pay the subject Mortgage Loan in full on or
before its Stated Maturity Date and in accordance with the Periodic Payment (or,
in the case of an ARD Loan, on or before its Anticipated Repayment Date) and to
timely pay each Periodic Payment scheduled to be due prior thereto but after the
defeasance and (vi) a single purpose entity (as defined below) is designated to
assume the Mortgage Loan and own the defeasance collateral; provided that, if
under the terms of the related Mortgage Loan documents, the related Mortgagor
delivers cash to purchase the defeasance collateral rather than the defeasance
collateral itself, the Master Servicer shall purchase the U.S. government
obligations contemplated by the related Mortgage Loan documents. Subsequent to
the second anniversary of the Closing Date, to the extent that the Master
Servicer may, in accordance with the related Mortgage Loan documents, require
defeasance of any Mortgage Loan in lieu of accepting a prepayment of principal
thereunder, including a prepayment of principal accompanied by a Prepayment
Premium or Yield Maintenance Charge, the Master Servicer shall, to the extent it
is consistent with the Servicing Standard, require such defeasance; provided
that the conditions set forth in clauses (i) through (vi) of the preceding
sentence have been satisfied. Any customary and reasonable out-of-pocket expense
incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid
by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at
any time, a court with jurisdiction in the matter shall hold that the related
Mortgagor may obtain a release of the subject Mortgaged Property but is not
obligated to deliver the full amount of the defeasance collateral contemplated
by the related Mortgage Loan documents (or cash sufficient to purchase such
defeasance collateral), then the Master Servicer shall (i) if consistent with
the related Mortgage Loan documents, refuse to allow the defeasance of the
Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related
Mortgagor has delivered cash to purchase the defeasance collateral, the Master
Servicer shall either (A) buy such defeasance collateral or (B) prepay the
Mortgage Loan, in either case, in accordance with the Servicing Standard. For
purposes of this paragraph, a "single purpose entity" shall mean a Person, other
than an individual, whose organizational documents provide as follows: it is
formed solely for the purpose of owning and operating a single property,
assuming a Mortgage Loan and owning and pledging the Defeasance Collateral; it
may not engage in any business unrelated to such property and the financing
thereof; it does not have and may not own any assets other than those related to
its interest in the property or the financing thereof and may not incur any
indebtedness other than as permitted by the related Mortgage; it shall maintain
its own books, records and accounts, in each case which are separate and apart
from the books, records and accounts of any other person; it shall hold regular
meetings, as appropriate, to conduct its business, and shall observe all
entity-level formalities and record keeping; it shall conduct business in its
own name and use separate stationery, invoices and checks; it may not guarantee
or assume the debts or obligations of any other person; it shall not commingle
its assets or funds with those of any other person; it shall pay its obligations
and expenses from its own funds and allocate and charge reasonably and fairly
any common employees or overhead shared with affiliates; it shall prepare
separate tax returns and financial statements or, if part of a consolidated
group, shall be shown as a separate member of such group; it shall transact
business with affiliates on an arm's length basis pursuant to written
agreements; and it shall hold itself out as being a legal entity, separate and
apart from any other person. The single purpose entity organizational documents
shall provide that any dissolution and winding up or insolvency filing for such
entity requires the unanimous consent of all partners or members, as applicable,
and that such documents may not be amended with respect to the single purpose
entity requirements during the term of the Mortgage Loan.

            (i) For any Mortgage Loan other than a Specially Serviced Mortgage
Loan and subject to the rights of the Special Servicer set forth in this Section
3.20 and the rights of the Controlling Class Representative and the
Starrett-Lehigh Building Representative set forth in Section 3.21, the Master
Servicer, without the consent of the Special Servicer, the Controlling Class
Representative or the Starrett-Lehigh Building Representative, as applicable,
shall be responsible for any request by a Mortgagor for the consent of the
mortgagee for a modification, waiver or amendment of any term with respect to:

            (i) approving routine leasing activity (including any subordination,
      standstill and attornment agreements) with respect to any lease for less
      than the lesser of (a) 30,000 square feet and (b) 20% of the related
      Mortgaged Property;

            (ii) approving any waiver affecting the timing of receipt of
      financial statements from any Mortgagor; provided that such financial
      statements are delivered no less than quarterly and within 60 days of the
      end of the calendar quarter;

            (iii) approving annual budgets for the related Mortgaged Property;
      provided that no such budget (1) provides for the payment of operating
      expenses in an amount equal to more than 110% of the amounts budgeted
      therefor for the prior year or (2) provides for the payment of any
      material expenses to any affiliate of the Mortgagor (other than the
      payment of a management fee to any property manager if such management fee
      is no more than the management fee in effect on the Cut-Off Date);

            (iv) subject to other restrictions herein regarding Principal
      Prepayments, waiving any provision of a Mortgage Loan requiring a
      specified number of days notice prior to a Principal Prepayment;

            (v) approving modifications, consents or waivers (other than those
      set forth in Section 3.20(c)) in connection with a defeasance permitted by
      the terms at the related Mortgage Loan if the Master Servicer receives an
      Opinion of Counsel (which Opinion of Counsel shall be an expense of the
      Mortgagor) to the effect that such modification, waiver or consent would
      not cause any REMIC to fail to qualify as a REMIC under the Code or result
      in a "prohibited transaction" under the REMIC Provisions; and

            (vi) approving certain consents with respect to right-of-ways and
      easements and consent to subordination of the related Mortgage Loan to
      such easements or right-of-ways;

provided, however, if the Mortgage Loan is an Co-Lender Mortgage Loan, the
Master Servicer shall provide written notice of such modification, waiver and
amendment to the related Companion Holder to the extent required under the
related Intercreditor Agreement; provided, further that the Master Servicer
shall promptly notify the Special Servicer of any requests not subject to this
Section 3.20(i) for which the Special Servicer is responsible pursuant to this
Section 3.20 and shall deliver to the Special Servicer (which delivery may be by
electronic transmission in a format acceptable to the Master Servicer and
Special Servicer) a copy of the request, and all information in the possession
of the Master Servicer that the Special Servicer may reasonably request related
thereto.

            (j) To the extent that either the Master Servicer or Special
Servicer waives any Penalty Interest or late charge in respect of any Mortgage
Loan, whether pursuant to Section 3.02(a) or this Section 3.20, the respective
amounts of additional servicing compensation payable to the Master Servicer and
the Special Servicer under Section 3.11 out of such Penalty Interest or late
payment charges shall be reduced proportionately, based upon the respective
amounts that had been payable thereto out of such Penalty Interest or late
payment charges immediately prior to such waiver.

            (k) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall take
the following action unless it has received prior written confirmation (the cost
of which shall be paid by the related Mortgagor, if so allowed by the terms of
the related loan documents) from the Rating Agencies that such action will not
result in a qualification, downgrade or withdrawal of any of the ratings
assigned by such Rating Agency to the Certificates:

            (i) With respect to any Mortgaged Property that secures a Mortgage
      Loan with an unpaid principal balance that is at least equal to five
      percent (5%) of the then aggregate principal balance of all Mortgage Loans
      or $20,000,000, the giving of any consent, approval or direction regarding
      the termination of the related property manager or the designation of any
      replacement property manager; and

            (ii) With respect to each Mortgage Loan with an unpaid principal
      balance that is equal to or greater than (A) two percent (2%) of the then
      aggregate principal balance of all the Mortgage Loans or (B) $10,000,000
      and which is secured by a Mortgaged Property which is a hospitality
      property, the giving of any consent to any change in the franchise
      affiliation of such Mortgaged Property.

            In the event the Special Servicer, in connection with a
modification, waiver or amendment in respect of any AB Mortgage Loan, modifies,
waives or amends the terms thereof such that (i) the Stated Principal Balance is
decreased, (ii) the Mortgage Rate is reduced, (iii) payments of interest or
principal are waived, reduced or deferred or (iv) any other adjustment is made
to any of the terms of such AB Mortgage Loan, all payments made in respect of
the related Mortgage Loan shall be made as though such modification, waiver or
amendment did not occur, with the payment terms of such AB Mortgage Loan
remaining the same as they are on the related Cut-Off Date, and the related
Companion Loan shall bear the full economic effect of all waivers, reductions or
deferrals of amounts due on such AB Mortgage Loan attributable to such
modification, waiver or amendment.

            (l) For the avoidance of doubt, any servicing obligations set forth
in this Section 3.20 of the Master Servicer or the Special Servicer, as
applicable, that apply to a Pari Passu Mortgage Loan shall apply to the related
Pari Passu Companion Loan.

            Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Master Servicer or Special Servicer, as
applicable, shall promptly notify the Trustee and Master Servicer or Special
Servicer, as applicable, and, if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately deliver or cause to be delivered
a copy of the related Mortgage File and Servicing File, to the Special Servicer
and shall use reasonable efforts to provide the Special Servicer with all
information, documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan and, if applicable the related Companion Loan, either in the
Master Servicer's or any of its directors', officers', employees', affiliates'
or agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five Business Days of the
occurrence of each related Servicing Transfer Event; provided, however, if the
information, documents and records requested by the Special Servicer are not
contained in the Servicing File, the Master Servicer shall have such period of
time as reasonably necessary to make such delivery. Notwithstanding the
occurrence of a Servicing Transfer Event, the Master Servicer shall continue to
receive payments on such Mortgage Loan (including amounts collected by the
Special Servicer).

            Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof to the
Master Servicer and shall return the related Mortgage File and Servicing File
and all other information, documents and records that were not part of the
Servicing File when it was delivered to the Special Servicer within five
Business Days of the occurrence, to the Master Servicer (or such other Person as
may be directed by the Master Servicer) and upon giving such notice, and
returning such Servicing File, to the Master Servicer (or such other Person as
may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and, if applicable, the Companion Loan, and the
Special Servicer's right to receive the Special Servicing Fee with respect to
such Mortgage Loan shall terminate, and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related
Companion Loan shall resume.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with the
related Mortgagor.

            (c) On or before each Determination Date, the Special Servicer shall
deliver to the Master Servicer and each Rating Agency (or such other Person as
may be directed by the Master Servicer) a statement in writing and in computer
readable format (the form of such statement to be agreed upon by the Master
Servicer) describing, on a loan-by-loan and property-by-property basis, (1)
insofar as it relates to Specially Serviced Mortgage Loans and REO Properties,
the information described in clauses (x) through (xiii) of Section 4.02(a) and,
insofar as it relates to the Special Servicer, the information described in
clauses (xxiii), (xxiv) and (xxv) of Section 4.02(a), (2) the amount of all
payments, Insurance Proceeds and Liquidation Proceeds received, and the amount
of any Realized Loss incurred, with respect to each Specially Serviced Mortgage
Loan during the related Collection Period, and the amount of all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received, and the amount of any
Realized Loss incurred, with respect to each REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
requested by the Special Servicer and made by the Special Servicer with respect
to each Specially Serviced Mortgage Loan and REO Property during the related
Collection Period and (4) such additional information relating to the Specially
Serviced Mortgage Loans and REO Properties as the Master Servicer reasonably
requests to enable it to perform its responsibilities under this Agreement.
Notwithstanding the foregoing provisions of this subsection (c), the Master
Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans and REO Properties and shall provide the
Special Servicer with any information reasonably available to the Master
Servicer required by the Special Servicer to perform its duties under this
Agreement.

            (d) No later than 30 days after a Mortgage Loan and, if applicable,
Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer
shall deliver to each Rating Agency, the Trustee, the Master Servicer, the
Controlling Class Representative (and, in the case of (i) the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative, or (ii) the 11
Madison Avenue Loan, the 11 Madison Avenue Controlling Holder), a report (the
"Asset Status Report") with respect to such Mortgage Loan and the related
Mortgaged Property. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Mortgage Loan
      and negotiations with the related Mortgagor;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Specially Serviced Mortgage Loan and whether outside legal counsel
      has been retained;

            (iii) the most current rent roll and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof;

            (v) summary of the Special Servicer's recommended action with
      respect to such Specially Serviced Mortgage Loan; and

            (vi) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            Any Asset Status Report with respect to a Co-Lender Loan shall also
include any additional information required by the related Intercreditor
Agreement.

            If within ten (10) Business Days of receiving an Asset Status Report
which relates to a recommended action for which the Controlling Class
Representative is entitled to object under Section 6.11, the Controlling Class
Representative (or, in the case of the Starrett-Lehigh Building Whole Loan, the
Starrett-Lehigh Building Representative) does not disapprove such Asset Status
Report in writing, the Special Servicer shall implement the recommended action
as outlined in such Asset Status Report; provided, however, that the Special
Servicer may not take any action that is contrary to applicable law, the
Servicing Standard, or the terms of the applicable Mortgage Loan documents. If
the Controlling Class Representative (or, in the case of the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative) disapproves
such Asset Status Report, the Special Servicer will revise such Asset Status
Report and deliver to the Controlling Class Representative (or, in the case of
the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative) the Rating Agencies and the Master Servicer a new Asset Status
Report as soon as practicable, but in no event later than 30 days after such
disapproval.

            The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(d) until the Controlling Class
Representative (or, in the case of the Starrett-Lehigh Building Whole Loan, the
Starrett-Lehigh Building Representative) shall fail to disapprove such revised
Asset Status Report in writing within ten (10) Business Days of receiving such
revised Asset Status Report or until the Special Servicer makes one of the
determinations described below. The Special Servicer may, from time to time,
modify any Asset Status Report it has previously delivered and implement such
report; provided such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section. Notwithstanding the foregoing, the
Special Servicer (i) may, following the occurrence of an extraordinary event
with respect to the related Mortgaged Property, take any action set forth in
such Asset Status Report (and consistent with the terms hereof) before the
expiration of a ten (10) Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders or, if a Loan Pair is
involved, the Certificateholders and the related Companion Holder, (as a
collective whole)) and it has made a reasonable effort to contact the
Controlling Class Representative (or, in the case of the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative) and (ii) in
any case, shall determine whether such affirmative disapproval is not in the
best interest of all the Certificateholders pursuant to the Servicing Standard.

            Upon making such determination in clause (ii) of the immediately
preceding paragraph, the Special Servicer shall notify the Trustee of such
rejection and deliver to the Trustee a proposed notice to Certificateholders
which shall include a copy of the Asset Status Report, and the Trustee shall
send such notice to all Certificateholders. If the majority of such
Certificateholders, as determined by Voting Rights, fail, within 5 days of the
Trustee's sending such notice, to reject such Asset Status Report, the Special
Servicer shall implement the same. If the Asset Status Report is rejected by a
majority of the Certificateholders, (other than for a reason which violates the
Servicing Standard, which shall control), the Special Servicer shall revise such
Asset Status Report as described above in this Section 3.21(d) and provide a
copy of such revised report to the Master Servicer. The Trustee shall be
entitled to reimbursement from the Trust Fund for the reasonable expenses of
providing such notices.

            The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standard, the terms hereof and the related Asset
Status Report. The Special Servicer shall not take any action inconsistent with
the related Asset Status Report, unless such action would be required in order
to act in accordance with the Servicing Standard.

            No direction of the Controlling Class Representative (or, in the
case of the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative) or the majority of the Certificateholders shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Mortgage
Loan, applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of either REMIC I and REMIC II, (b) result in the
imposition of a "prohibited transaction" or "prohibited contribution" tax under
the REMIC Provisions or (c) expose the Master Servicer, the Special Servicer,
the Depositor, any of the Mortgage Loan Sellers, the Trust Fund or the Trustee
or the officers and the directors of each party to claim, suit or liability or
(d) expand the scope of the Master Servicer's, Trustee's or Special Servicer's
responsibilities under this Agreement.

            Notwithstanding the foregoing, it is agreed and acknowledged that,
with respect to the Co-Lender Loans, the holders of the Companion Loans have
certain consent and direction rights as set forth in the related Intercreditor
Agreements to the extent incorporated herein.

            Section 3.22 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder; provided that, in each case,
the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and includes events of default with
respect to the Sub-Servicer substantially similar to the Events of Default set
forth in Section 7.01(a) hereof (other than Section 7.01(a)(ix), (x) and (xi))
to the extent applicable (modified to apply to the Sub-Servicer instead of the
Master Servicer); (ii) provides that if the Master Servicer or the Special
Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of an Event of
Default), the Trustee or its designee may thereupon assume all of the rights
and, except to the extent such obligations arose prior to the date of
assumption, obligations of the Master Servicer or the Special Servicer, as the
case may be, under such agreement or (except with respect only to the
Sub-Servicing Agreements in effect as of the date of this Agreement) may
terminate such subservicing agreement without cause and without payment of any
penalty or termination fee (other than the right of reimbursement and
indemnification); (iii) provides that the Trustee, for the benefit of the
Certificateholders, shall be a third party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii)) none of the Trustee,
the Trust Fund, any successor Master Servicer or Special Servicer, as the case
may be, or any Certificateholder shall have any duties under such agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such agreement with respect to such
purchased Mortgage Loan at its option and without penalty; (v) with respect to
any Sub-Servicing Agreement entered into by the Special Servicer, does not
permit the Sub-Servicer to enter into or consent to any modification, waiver or
amendment or otherwise take any action on behalf of the Special Servicer
contemplated by Section 3.20 hereof without the consent of such Special Servicer
or conduct any foreclosure action contemplated by Section 3.09 hereof or sale of
a Mortgage Loan or REO Property contemplated by Section 3.18 hereof, and (vi)
does not permit the Sub-Servicer any direct rights of indemnification that may
be satisfied out of assets of the Trust Fund. In addition, each Sub-Servicing
Agreement entered into by the Master Servicer shall provide that such agreement
shall be subject to Section 3.21 hereof with respect to any Mortgage Loan that
becomes a Specially Serviced Mortgage Loan. The Master Servicer and the Special
Servicer shall each deliver to the Trustee and to each other copies of all
Sub-Servicing Agreements, and any amendments thereto and modifications thereof,
entered into by it promptly upon its execution and delivery of such documents.
References in this Agreement to actions taken or to be taken by the Master
Servicer or the Special Servicer include actions taken or to be taken by a
Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the
case may be; and, in connection therewith, all amounts advanced by any
Sub-Servicer to satisfy the obligations of the Master Servicer or the Special
Servicer hereunder to make P&I Advances or Servicing Advances shall be deemed to
have been advanced by the Master Servicer or the Special Servicer, as the case
may be, out of its own funds and, accordingly, such P&I Advances or Servicing
Advances shall be recoverable by such Sub-Servicer in the same manner and out of
the same funds as if such Sub-Servicer were the Master Servicer or the Special
Servicer, as the case may be. For so long as they are outstanding, Advances
shall accrue interest in accordance with Sections 3.03(d) and 4.03(d), such
interest to be allocable between the Master Servicer or the Special Servicer, as
the case may be, and such Sub-Servicer as they may agree. For purposes of this
Agreement, the Master Servicer and the Special Servicer each shall be deemed to
have received any payment when a Sub-Servicer retained by it receives such
payment. The Master Servicer and the Special Servicer each shall notify the
other, the Trustee and the Depositor in writing promptly of the appointment by
it of any Sub-Servicer.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law.

            (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust Fund) monitor the performance and enforce the
obligations of their respective Sub-Servicers under the related Sub-Servicing
Agreements. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer or the Special Servicer, as applicable, in its good faith business
judgment, would require were it the owner of the Mortgage Loans. Subject to the
terms of the related Sub-Servicing Agreement, the Master Servicer and the
Special Servicer may each have the right to remove a Sub-Servicer at any time it
considers such removal to be in the best interests of Certificateholders.

            (d) In the event of the resignation, removal or other termination of
Wachovia Bank, National Association or any successor Master Servicer hereunder
for any reason, the Trustee or other Person succeeding such resigning, removed
or terminated party as Master Servicer, shall elect, with respect to any
Sub-Servicing Agreement in effect as of the date of this Agreement: (i) to
assume the rights and obligations of the Master Servicer under such
Sub-Servicing Agreement and continue the sub-servicing arrangements thereunder
on the same terms (including without limitation the obligation to pay the same
sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such
Sub-Servicer on such terms as the Trustee or other successor Master Servicer and
such Sub-Servicer shall mutually agree (it being understood that such
Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer in which case the existing Sub-Servicing Agreement
shall remain in effect); or (iii) to terminate the Sub-Servicing Agreement if an
Event of Default (as defined in such Sub-Servicing Agreement) has occurred and
is continuing or otherwise in accordance with the Sub-Servicing Agreement, in
each case without paying any sub-servicer termination fee.

            Each Sub-Servicing Agreement will provide, among other things, that
the Master Servicer and its successors may at its sole option, terminate any
rights the Sub-Servicer may have thereunder with respect to any or all Mortgage
Loans if Moody's (i) reduces the rating assigned to one or more Classes of the
respective Certificates as a result of the sub-servicing of the Mortgage Loans
by the Sub-Servicer, or (ii) advises the Master Servicer or the Trustee in
writing that it will cause a qualification, downgrade or withdrawal of such
rating due to the continued servicing by the Sub-Servicer.

            (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee and
the Certificateholders for the performance of their respective obligations and
duties under this Agreement in accordance with the provisions hereof to the same
extent and under the same terms and conditions as if each alone were servicing
and administering the Mortgage Loans or REO Properties for which it is
responsible.

            (f) Except with respect the appointment of SL Green as sub-servicer
appointed by Wachovia as Special Servicer in connection with the 11 Madison
Avenue Loan, the Special Servicer shall not enter into a Sub-Servicing Agreement
unless Moody's has confirmed in writing that the execution of such agreement
will not result in a qualification, downgrade, or withdrawal of the then-current
ratings on the outstanding Certificates or such Sub-Servicing Agreement relates
to a Mortgage Loan or Mortgage Loans (along with any Mortgage Loans previously
sub-serviced pursuant to this section) that represent less than 25% of the
outstanding principal balance of all Specially Serviced Mortgage Loans. The
Special Servicer shall comply with the terms of each such Sub-Servicing
Agreement to the extent the terms thereof are not inconsistent with the terms of
this Agreement and the Special Servicer's obligations hereunder.

            Section 3.23 Representations and Warranties of Master Servicer and
Special Servicer.

            (a) Wachovia Bank, National Association, in its capacity as Master
Servicer and Special Servicer, hereby represents and warrants to the Trustee,
for its own benefit and the benefit of the Certificateholders, and to the
Depositor and the Special Servicer, as of the Closing Date, that:

            (i) Wachovia Bank, National Association is a national banking
      association, duly organized under the laws of the United States of
      America, and Wachovia Bank, National Association is in compliance with the
      laws of each State in which any Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by Wachovia Bank,
      National Association, and the performance and compliance with the terms of
      this Agreement by Wachovia Bank, National Association, will not violate
      Wachovia Bank, National Association's articles of association or by-laws
      or constitute a default (or an event which, with notice or lapse of time,
      or both, would constitute a default) under, or result in the breach of,
      any material agreement or other material instrument to which it is a party
      or by which it is bound.

            (iii) Wachovia Bank, National Association has the full power and
      authority to enter into and consummate all transactions contemplated by
      this Agreement, has duly authorized the execution, delivery and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of Wachovia Bank, National Association, enforceable
      against Wachovia Bank, National Association in accordance with the terms
      hereof, subject to (A) applicable receivership, insolvency,
      reorganization, moratorium and other laws affecting the enforcement of
      creditors' rights generally and the rights of creditors of banks, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) Wachovia Bank, National Association is not in violation of, and
      its execution and delivery of this Agreement and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in Wachovia Bank, National
      Association's good faith and reasonable judgment, is likely to affect
      materially and adversely either the ability of Wachovia Bank, National
      Association to perform its obligations under this Agreement or the
      financial condition of Wachovia Bank, National Association.

            (vi) No litigation is pending or, to the best of Wachovia Bank,
      National Association's knowledge, threatened, against Wachovia Bank,
      National Association that would prohibit Wachovia Bank, National
      Association from entering into this Agreement or, in Wachovia Bank,
      National Association's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of Wachovia Bank,
      National Association to perform its obligations under this Agreement or
      the financial condition of Wachovia Bank, National Association, calculated
      on a consolidated basis.

            (vii) Each officer, director, employee, consultant or advisor of
      Wachovia Bank, National Association with responsibilities concerning the
      servicing and administration of Mortgage Loans is covered by errors and
      omissions insurance in the amounts and with the coverage as, and to the
      extent, required by Section 3.07(c).

            (viii) The net worth of Wachovia Bank, National Association (or, in
      the case of the initial Master Servicer, the consolidated net worth
      thereof and of its direct or indirect parent), determined in accordance
      with generally accepted accounting principles, is not less than
      $15,000,000.

            (ix) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by Wachovia Bank, National Association of or compliance by
      Wachovia Bank, National Association with this Agreement or the
      consummation of the transactions contemplated by this Agreement has been
      obtained and is effective.

            (x) Wachovia Bank, National Association possesses all insurance
      required pursuant to Section 3.07(c) of this Agreement.

            (b) Lennar Partners, Inc., in its capacity as Special Servicer,
      hereby represents and warrants to the Trustee, for its own benefit and the
      benefit of the Certificateholders, and to the Depositor and the Master
      Servicer, as of the Closing Date, that:

            (i) Lennar Partners, Inc. is a Florida corporation duly organized
      under the laws of the State of Florida, validly existing and in compliance
      with the laws of each State in which any Mortgaged Property is located to
      the extent necessary to perform its obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by Lennar
      Partners, Inc., and the performance and compliance with the terms of this
      Agreement by Lennar Partners, Inc., will not violate Lennar Partners,
      Inc.'s certificate of incorporation and by-laws or constitute a default
      (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other material instrument by which it is bound.

            (iii) Lennar Partners, Inc. has the full power and authority to
      enter into and consummate all transactions contemplated by this Agreement,
      has duly authorized the execution, delivery and performance of this
      Agreement, and has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of Lennar Partners, Inc. enforceable against Lennar
      Partners, Inc. in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) Lennar Partners, Inc. is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in Lennar Partners, Inc.'s good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of Lennar Partners, Inc. to perform its obligations under this
      Agreement or the financial condition of Lennar Partners, Inc.

            (vi) No litigation is pending or, to the best of Lennar Partners,
      Inc.'s knowledge, threatened, against Lennar Partners, Inc. that would
      prohibit Lennar Partners, Inc. from entering into this Agreement or, in
      Lennar Partners, Inc.'s good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of Lennar Partners,
      Inc. to perform its obligations under this Agreement or the financial
      condition of Lennar Partners, Inc..

            (vii) Each officer, director and employee of Lennar Partners, Inc.
      and each consultant or advisor of Lennar Partners, Inc. with
      responsibilities concerning the servicing and administration of Mortgage
      Loans is covered by errors and omissions insurance in the amounts and with
      the coverage required by Section 3.07(c).

            (viii) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by Lennar Partners, Inc. of or compliance by Lennar Partners,
      Inc. with this Agreement or the consummation of the transactions
      contemplated by this Agreement has been obtained and is effective.

            (ix) Lennar Partners, Inc. possesses all insurance required pursuant
      to Section 3.07(c) of this Agreement.

            (c) The representations and warranties of the Master Servicer and
the Special Servicer, set forth in Section 3.23(a) (with respect to the Master
Servicer) and Sections 3.23(a) and 3.23(b) (with respect to each Special
Servicer), respectively, shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other parties hereto.

            Section 3.24 Sub-Servicing Agreement Representation and Warranty.

            The Master Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Special Servicer, as of the
Closing Date, that each Sub-Servicing Agreement satisfies the requirements for
such Sub-Servicing Agreements set forth in Sections 3.22(a) and the second
paragraph of 3.22(d) in all material respects.

            Section 3.25 Designation of Controlling Class Representative.

            (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.25 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 6.11) or to replace an existing
Controlling Class Representative. Upon (i) the receipt by the Trustee of written
requests for the selection of a Controlling Class Representative from the
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class, (ii) the resignation or removal of the Person acting as
Controlling Class Representative or (iii) a determination by the Trustee that
the Controlling Class has changed, the Trustee shall promptly notify the
Depositor and the Holders (and, in the case of Book-Entry Certificates, to the
extent actually known to a Responsible Officer of the Trustee or identified
thereto by the Depository or the Depository Participants, the Certificate
Owners) of the Controlling Class that they may select a Controlling Class
Representative. Such notice shall set forth the process for selecting a
Controlling Class Representative, which shall be the designation of the
Controlling Class Representative by the Holders (or Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class by a writing delivered to the Trustee. No appointment of any
Person as a Controlling Class Representative shall be effective until such
Person provides the Trustee and the Master Servicer with written confirmation of
its acceptance of such appointment, an address and telecopy number for the
delivery of notices and other correspondence and a list of officers or employees
of such Person with whom the parties to this Agreement may deal (including their
names, titles, work addresses and telecopy numbers). LNR Property Corporation
shall be the initial Controlling Class Representative without need for further
designation or notice.

            Notwithstanding the foregoing, with respect to each Pari Passu
Mortgage Loan, the Special Servicer shall promptly notify the holder of each
Pari Passu Companion Loan (and, if such Pari Passu Companion Loan has been the
subject of a securitization, the controlling class representative or equivalent
thereof with respect to such securitization) of any actions, directions or
consents required or permitted to be taken by the Controlling Class or
Controlling Class Representative pursuant to the terms of this Agreement. The
Controlling Class Representative shall consult in good faith with each holder of
the Pari Passu Companion Loans (and, if such Pari Passu Companion Loan has been
the subject of a securitization, the controlling class representative or
equivalent thereof with respect to such securitization), and any such actions,
directions or consents shall be given or withheld in accordance with the
directions of a majority of the holders (by outstanding principal balance of the
related Senior Loans); provided, however, that in the event no action is agreed
upon by such majority within 30 days of the date in which notice was delivered
to the holders of the related Pari Passu Loans, the Controlling Class
Representative or Controlling Class shall be entitled to direct the action to be
taken or grant or withhold the related consent; provided that any such
direction, consent or failure to consent is consistent with the Servicing
Standard.

            Notwithstanding anything in this Section 3.25(a), the holders of the
AB Companion Loans have certain consent and direction rights pursuant to the
terms of the related Intercreditor Agreements as incorporated in this Agreement,
and this Section shall not supercede any such rights.

            (b) Within ten (10) Business Days (or as soon thereafter as
practicable if the Controlling Class consists of Book-Entry Certificates) of
receiving a request therefor from the Master Servicer or Special Servicer, the
Trustee shall, to the extent in its possession, deliver to the requesting party
the identity of the Controlling Class Representative and a list of each Holder
(or, in the case of Book-Entry Certificates, to the extent actually known to a
Responsible Officer of the Trustee or identified thereto by the Depository or
the Depository Participants, each Certificate Owner) of the Controlling Class,
including, in each case, names and addresses. With respect to such information,
the Trustee shall be entitled to conclusively rely on information provided to it
by the Depository, and the Master Servicer and the Special Servicer shall be
entitled to rely on such information provided by the Trustee with respect to any
obligation or right hereunder that the Master Servicer and the Special Servicer
may have to deliver information or otherwise communicate with the Controlling
Class Representative or any of the Holders (or, if applicable, Certificate
Owners) of the Controlling Class. In addition to the foregoing, within two (2)
Business Days of the selection, resignation or removal of a Controlling Class
Representative, the Trustee shall notify the other parties to this Agreement of
such event. The expenses incurred by the Trustee in connection with obtaining
information from the Depository or Depository Participants with respect to any
Book-Entry Certificate shall be expenses of the Trust Fund payable out of the
Certificate Account pursuant to Section 3.05(a).

            (c) A Controlling Class Representative may at any time resign as
such by giving written notice to the Trustee and to each Holder (or, in the case
of Book-Entry Certificates, Certificate Owner) of the Controlling Class. The
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class shall be entitled to remove any existing Controlling Class
Representative by giving written notice to the Trustee and to such existing
Controlling Class Representative.

            (d) Once a Controlling Class Representative has been selected
pursuant to this Section 3.25 each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Trustee and each other
Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class, in writing, of the resignation or removal of such Controlling
Class Representative.

            (e) Any and all expenses of the Controlling Class Representative
shall be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust Fund. Notwithstanding
the foregoing, if a claim is made against the Controlling Class Representative
by a Mortgagor with respect to this Agreement or any particular Mortgage Loan,
the Controlling Class Representative shall immediately notify the Trustee, the
Master Servicer and the Special Servicer, whereupon (if the Special Servicer or
the Trust Fund are also named parties to the same action and, in the sole
judgment of the Special Servicer, (i) the Controlling Class Representative had
acted in good faith, without negligence or willful misfeasance with regard to
the particular matter, and (ii) there is no potential for the Special Servicer
or the Trust Fund to be an adverse party in such action as regards the
Controlling Class Representative) the Special Servicer on behalf of the Trust
Fund shall, subject to Section 6.03, assume the defense of any such claim
against the Controlling Class Representative. This provision shall survive the
termination of this Agreement and the termination or resignation of the
Controlling Class Representative.

            (f) All rights to, and requirements for, information or notice
(including, but not limited to the delivery of information, notice or access to
information) provided to the Controlling Class Representative or
Certificateholders, in general contained in this Agreement shall also apply to
each Companion Holder with respect to information relating to the related
Co-Lender Loan.

            (g) The Class SL Controlling Holder shall be entitled in accordance
with this Section 3.25 to select a representative (the "Starrett-Lehigh Building
Representative") having the rights and powers specified in this Agreement or to
replace an existing Starrett-Lehigh Building Representative. Upon (i) the
receipt by the Trustee of written requests for the selection of a
Starrett-Lehigh Building Representative from the Class SL Controlling Holder or
(ii) the resignation or removal of the Person acting as the Starrett-Lehigh
Building Representative, the Trustee shall promptly notify the Depositor and the
Class SL Controlling Holder that they may select a Starrett-Lehigh Building
Representative. Such notice shall set forth the process for selecting a
Starrett-Lehigh Building Representative, which shall be the designation of such
Starrett-Lehigh Building Representative by the Class SL Controlling Holder by a
writing delivered to the Trustee. No appointment of any Person as a
Starrett-Lehigh Building Representative shall be effective until such Person
provides the Trustee and the Master Servicer with written confirmation of its
acceptance of such appointment, an address and telecopy number for the delivery
of notices and other correspondence and a list of officers or employees of such
Person with whom the parties to this Agreement may deal (including their names,
titles, work addresses and telecopy numbers). Except as otherwise agreed with
the related Holders of the Class SL Certificates, no Starrett-Lehigh Building
Representative shall owe any fiduciary duty to the Trustee, the Master Servicer,
the Special Servicer or any Certificateholder.

            (h) Within ten (10) Business Days (or as soon thereafter as
practicable if the Class SL Certificates are Book-Entry Certificates) of
receiving a request therefor from the Master Servicer or Special Servicer, the
Trustee shall, to the extent in its possession, deliver to the requesting party
the identity of the Starrett-Lehigh Building Representative and a list of each
Holder of the Class SL Certificates, including, in each case, names and
addresses. With respect to such information, the Trustee shall be entitled to
conclusively rely on information provided to it by the Depository, and the
Master Servicer and the Special Servicer shall be entitled to rely on such
information provided by the Trustee with respect to any obligation or right
hereunder that the Master Servicer and the Special Servicer may have to deliver
information or otherwise communicate with the Starrett-Lehigh Building
Representative or any of the Holders of the Class SL Certificates. In addition
to the foregoing, within two (2) Business Days of the selection, resignation or
removal of a Starrett-Lehigh Building Representative, the Trustee shall notify
the other parties to this Agreement (and the Rating Agencies) of such event. The
expenses incurred by the Trustee in connection with obtaining information from
the Depository or Depository Participants with respect to any Book-Entry
Certificate shall be expenses of the Trust Fund payable out of the Certificate
Account pursuant to Section 3.05(a).

            (i) A Starrett-Lehigh Building Representative may at any time resign
as such by giving written notice to the Trustee and to each Holder of the Class
SL Certificates. The Holders of Certificates representing more than 50% of the
Certificate Balance of all the Class SL Certificates shall be entitled to remove
any existing Starrett-Lehigh Building Representative by giving written notice to
the Trustee and to such existing Starrett-Lehigh Building Representative.

            (j) Once a Starrett-Lehigh Building Representative has been selected
pursuant to this Section 3.25, each of the parties to this Agreement and each
Holder of the Class SL Certificates shall be entitled to rely on such selection
unless a majority of the Holders of the Class SL Certificates, by aggregate
Certificate Balance, or the Starrett-Lehigh Building Representative, as
applicable, shall have notified the Trustee and each other Holder of the Class
SL Certificates, in writing, of the resignation or removal of the
Starrett-Lehigh Building Representative.

            (k) Any and all expenses of a Starrett-Lehigh Building
Representative shall be borne by the Holders of the Class SL Certificates, pro
rata, according to their respective Percentage Interests in the Class SL
Certificates, and not by the Trust. Notwithstanding the foregoing, if a claim is
made against a Starrett-Lehigh Building Representative by a Mortgagor with
respect to this Agreement or the Starrett-Lehigh Building Whole Loan, such
Starrett-Lehigh Building Representative shall immediately notify the Master
Servicer, the Trustee and the Special Servicer, whereupon (if the Special
Servicer or the Trust Fund are also named parties to the same action and, in the
sole judgment of the Special Servicer, (i) such Starrett-Lehigh Building
Representative had acted in good faith, without negligence or willful
misfeasance with regard to the particular matter, and (ii) there is no potential
for the Special Servicer or the Trust Fund to be an adverse party in such action
as regards such Starrett-Lehigh Building Representative) the Special Servicer on
behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of
any such claim against such Starrett-Lehigh Building Representative. This
provision shall survive the termination of this Agreement and the termination or
resignation of such Starrett-Lehigh Building Representative.

            (l) All requirements of the Master Servicer and the Special Servicer
to provide notices, reports, statements or other information (including the
access to information on a website) with respect to the Starrett-Lehigh Building
Whole Loan to the Controlling Class Representative contained in this Agreement
shall also apply to the Starrett-Lehigh Building Representative and the Master
Servicer and the Special Servicer shall also deliver to make available such
notices, reports, statements or other information with respect to the
Starrett-Lehigh Building Whole Loan that it delivers or makes available to the
Controlling Class Representative.

            (m) Notwithstanding any other provision herein, with respect to the
Starrett-Lehigh Building Whole Loan, prior to the occurrence and continuance of
a Starrett-Lehigh Building Control Appraisal Period, with respect to the
Starrett-Lehigh Building Loan only, the Class SL Certificates in lieu of the
Controlling Class, the Starrett-Lehigh Building Representative in lieu of the
Controlling Class Representative and the Class SL Controlling Holder in lieu of
the Majority Subordinate Certificateholder shall be entitled to take all actions
under this Agreement with respect to the Starrett-Lehigh Building Loan that
would otherwise be exercisable by the Controlling Class, Controlling Class
Representative or the Majority Subordinate Certificateholder. Following the
occurrence and during the continuance of a Starrett-Lehigh Building Control
Appraisal Period, the Controlling Class, Controlling Class Representative and
the Majority Subordinate Certificateholder, as applicable, shall exercise such
rights in conjunction with the holder of the Starrett-Lehigh Building Pari Passu
Loan (or the controlling class representative of any Starrett-Lehigh Building
Pari Passu Loan Securities, if applicable), pursuant to the procedure set forth
in the Starrett-Lehigh Building Intercreditor Agreement.

            Notwithstanding anything to the contrary in this Section 3.25, to
the extent consistent with the Servicing Standard and the Starrett-Lehigh
Building Intercreditor Agreement (taking into account the extent to which the
Starrett-Lehigh Building Pari Passu Loan is pari passu with the Starrett-Lehigh
Building Loan and that the Starrett-Lehigh Building Subordinate Loan is
subordinate to the Starrett-Lehigh Building Senior Loans): (i) no waiver,
reduction or deferral of any particular amounts due on the Starrett-Lehigh
Building Loan, as applicable, shall be effected prior to the waiver, reduction
or deferral of the entire corresponding item in respect of the Starrett-Lehigh
Building Subordinate Loan; and (ii) no reduction of the Mortgage Rate on the
Starrett-Lehigh Building Loan shall be effected prior to the reduction of the
Mortgage Rate of the Starrett-Lehigh Building Subordinate Loan, to the maximum
extent possible.

            Section 3.26 Companion Paying Agent.

            (a) The Master Servicer shall be the initial Companion Paying Agent
hereunder. The Companion Paying Agent undertakes to perform such duties and only
such duties as are specifically set forth herein. The Companion Paying Agent
shall promptly make available to the Companion Holders all reports available to
the Companion Paying Agent that the Trustee has made available to
Certificateholders under this Agreement.

            (b) No provision of this Agreement shall be construed to relieve the
Companion Paying Agent from liability for its own negligent failure to act, bad
faith or its own willful misfeasance; provided, however, that the duties and
obligations of the Companion Paying Agent shall be determined solely by the
express provisions of this Agreement, the Companion Paying Agent shall not be
liable except for the performance of such duties and obligations, no implied
covenants or obligations shall be read into this Agreement against the Companion
Paying Agent and, in the absence of bad faith on the part of the Companion
Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth
and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or
other instrument furnished to the Companion Paying Agent by any Person and which
on their face do not contradict the requirements of this Agreement.

            (c) If the Companion Paying Agent is also the Master Servicer, upon
the resignation or removal of the Master Servicer pursuant to this Agreement,
the Companion Paying Agent shall be deemed simultaneously to resign or be
removed.

            (d) This Section shall survive the termination of this Agreement or
the resignation or removal of the Companion Paying Agent, as regards rights
accrued prior to such resignation or removal.

            Section 3.27 Companion Register.

            The Companion Paying Agent shall maintain a register (the "Companion
Register") on which it will record the names and addresses of, and wire transfer
instructions for, the Companion Holders from time to time, to the extent such
information is provided in writing to it by the Companion Holder. Each initial
Companion Holder, along with its name, address, wiring instructions and tax
identification number, is listed on Exhibit M hereto. The Companion Holders
shall inform the Companion Paying Agent and the Master Servicer of the name,
address, wiring instructions and taxpayer identification number of any
subsequent Companion Holders upon any transfer of a Companion Loan. Upon the
sale of a Companion Loan or portion thereof, the transferring Companion Holder
shall inform the Companion Paying Agent and the Master Servicer in writing that
such transfer has taken place and provide the Companion Paying Agent and the
Master Servicer with the name, address, wiring instructions and tax
identification number of the transferee. In the event the Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in
the related Companion Loan and shall have no obligation to recover and redirect
such payment.

            The Companion Paying Agent shall promptly provide the name and
address of the Companion Holders to any party hereto or any successor Companion
Holders upon written request and any such Person may, without further
investigation, conclusively rely upon such information. The Companion Paying
Agent shall have no liability to any Person for the provision of any such names
and addresses.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions.

            (a) On each Distribution Date the Paying Agent shall (except as
otherwise provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the Distribution
Account, after payment of amounts payable from the Distribution Account in
accordance with Section 3.05(b)(ii) through (vii), and deemed distributions from
REMIC I to REMIC II pursuant to Section 4.01(i), for the following purposes and
in the following order of priority, in each case to the extent of the remaining
portion of the Available Distribution Amount:

            (i) concurrently, (i) from the Loan Group 1 Available Distribution
      Amount, to distributions of interest to the Holders of the Class A-1,
      Class A-2, Class A-3 and Class A-4 Certificates, up to an amount equal to,
      and pro rata as among such Classes in accordance with, all Distributable
      Certificate Interest in respect of each such Class of Certificates for
      such Distribution Date and, to the extent not previously paid, for all
      prior Distribution Dates, if any, (ii) from the Loan Group 2 Available
      Distribution Amount, to distributions of interest to the Holders of the
      Class A-1A Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any, and (iii) from the Loan Group 1 Available
      Distribution Amount and/or the Loan Group 2 Available Distribution Amount,
      to distributions of interest to the Holders of the Class X-C and Class X-P
      Certificates, up to an amount equal to, and pro rata as between such
      Classes of Certificates in accordance with, all Distributable Certificate
      Interest in respect of each such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any; provided, however, that if the Loan Group 1
      Available Distribution Amount and/or the Loan Group 2 Available
      Distribution Amount is insufficient to pay in full the total amount of
      Distributable Certificate Interest, as provided above, payable in respect
      of any Class of Senior Certificates on such Distribution Date, then the
      entire Available Distribution Amount shall be applied to make
      distributions of interest to the Holders of the respective Classes of the
      Senior Certificates, up to an amount equal to, and pro rata as among such
      Classes in accordance with, all Distributable Certificate Interest in
      respect of each such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates, if
      any;

            (ii) to distributions of principal to the Holders of the Class A-1
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A-1 Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 1 Principal Distribution
      Amount and, after the Class Principal Balance of the Class A-1A
      Certificates has been reduced to zero, the entire Loan Group 2 Principal
      Distribution Amount for such Distribution Date remaining after making any
      distributions required pursuant to clause (vi) below on such Distribution
      Date;

            (iii) after the Class Principal Balance of the Class A-1
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class A-2 Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class A-2 Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Loan
      Group 1 Principal Distribution Amount and, after the Class Principal
      Balance of the Class A-1A Certificates has been reduced to zero, the
      entire Loan Group 2 Principal Distribution Amount for such Distribution
      Date remaining after making any distributions required pursuant to clause
      (vi) below on such Distribution Date (in each case, net of any portion
      thereof distributed on such Distribution Date to the Holders of the Class
      A-1 Certificates pursuant to clause (ii) above);

            (iv) after the Class Principal Balance of the Class A-1 and Class
      A-2 Certificates has been reduced to zero, to distributions of principal,
      to the Holders of the Class A-3 Certificates, in an amount (not to exceed
      the Class Principal Balance of the Class A-3 Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Loan
      Group 1 Principal Distribution Amount and, after the Class Principal
      Balance of the Class A-1A Certificates has been reduced to zero, the
      entire Loan Group 2 Principal Distribution Amount for such Distribution
      Date remaining after making any distributions required pursuant to clause
      (vi) below on such Distribution Date (in each case, net of any portion
      thereof distributed on such Distribution Date to the Holders of the Class
      A-1 and Class A-2 Certificates pursuant to clauses (ii) and (iii) above);

            (v) after the Class Principal Balance of the Class A-1, Class A-2
      and Class A-3 Certificates has been reduced to zero, to distributions of
      principal to the Holders of the Class A-4 Certificates, in an amount (not
      to exceed the Class Principal Balance of the Class A-4 Certificates
      outstanding immediately prior to such Distribution Date) equal to the
      entire Loan Group 1 Principal Distribution Amount and, after the Class
      Principal Balance of the Class A-1A Certificates and the Class A-2
      Certificates has been reduced to zero, the entire Loan Group 2 Principal
      Distribution Amount for such Distribution Date remaining after making any
      distributions required pursuant to clause (vi) below on such Distribution
      Date (in each case, net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1, Class A-2 and Class A-3
      Certificates pursuant to clauses (ii), (iii) and (iv) above);

            (vi) to distributions of principal to the Holders of the Class A-1A
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A-1A Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 2 Principal Distribution
      Amount and, after the Class Principal Balance of the Class A-1, Class A-2,
      Class A-3 and Class A-4 Certificates has been reduced to zero, the entire
      Loan Group 1 Principal Distribution Amount for such Distribution Date
      remaining after making any distributions required pursuant to clauses (ii)
      through (v) above on such Distribution Date;

            (vii) to distributions to the Holders of the Class A-1 Certificates,
      the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
      Certificates and the Class A-1A Certificates, pro rata as among such
      Classes, in accordance with, in an amount equal to, and in reimbursement
      of, all Realized Losses and Additional Trust Fund Expenses, if any,
      previously allocated to each such Class of Certificates and not previously
      reimbursed;

            (viii) to distributions of interest to the Holders of the Class B
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (ix) after the Class Principal Balances of the Class A-1
      Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the
      Class A-4 Certificates and the Class A-1A Certificates have been reduced
      to zero, to distributions of principal to the Holders of the Class B
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class B Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (x) to distributions to the Holders of the Class B Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      B Certificates and not previously reimbursed;

            (xi) to distributions of interest to the Holders of the Class C
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xii) after the Class Principal Balance of the Class B Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class C Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class C Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xiii) to distributions to the Holders of the Class C Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      C Certificates and not previously reimbursed;

            (xiv) to distributions of interest to the Holders of the Class D
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class D Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xv) after the Class Principal Balance of the Class C Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class D Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class D Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xvi) to distributions to the Holders of the Class D Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      D Certificates and not previously reimbursed;

            (xvii) to distributions of interest to the Holders of the Class E
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class E Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xviii) after the Class Principal Balance of the Class D
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class E Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class E Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xix) to distributions to the Holders of the Class E Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      E Certificates and not previously reimbursed;

            (xx) to distributions of interest to the Holders of the Class F
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class F Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxi) after the Class Principal Balance of the Class E Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class F Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class F Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xxii) to distributions to the Holders of the Class F Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      F Certificates and not previously reimbursed;

            (xxiii) to distributions of interest to the Holders of the Class G
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class G Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxiv) after the Class Principal Balance of the Class F Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class G Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class G Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xxv) to distributions to the Holders of the Class G Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      G Certificates and not previously reimbursed;

            (xxvi) to distributions of interest to the Holders of Class H
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class H Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxvii) after the Class Principal Balance of the Class G
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class H Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class H Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xxviii) to distributions to the Holders of the Class H Certificates
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      H Certificates and not previously reimbursed;

            (xxix) to distributions of interest to the Holders of the Class J
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class J Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxx) after the Class Principal Balance of the Class H Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class J Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class J Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xxxi) to distributions to the Holders of the Class J Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      J Certificates and not previously reimbursed;

            (xxxii) to distributions of interest to the Holders of the Class K
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class K Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxxiii) after the Class Principal Balance of the Class J
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class K Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class K Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xxxiv) to distributions to the Holders of the Class K Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      K Certificates and not previously reimbursed;

            (xxxv) to distributions of interest to the Holders of the Class L
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class L Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxxvi) after the Class Principal Balance of the Class K
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class L Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class L Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xxxvii) to distributions to the Holders of the Class L
      Certificates, in an amount equal to, and in reimbursement of, all Realized
      Losses and Additional Trust Fund Expenses, if any, previously allocated to
      the Class L Certificates and not previously reimbursed;

            (xxxviii) to distributions of interest to the Holders of the Class M
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class M Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxxix) after the Class Principal Balance of the Class L
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class M Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class M Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xl) to distributions to the Holders of the Class M Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      M Certificates and not previously reimbursed;

            (xli) to distributions of interest to the Holders of the Class N
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class N Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xlii) after the Class Principal Balance of the Class M Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class N Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class N Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xliii) to distributions to the Holders of the Class N Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      N Certificates and not previously reimbursed;

            (xliv) to distributions of interest to the Holders of the Class O
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class O Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xlv) after the Class Principal Balance of the Class N Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class O Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class O Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xlvi) to distributions to the Holders of the Class O Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      O Certificates and not previously reimbursed;

            (xlvii) to distributions of interest to the Holders of the Class P
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class P Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xlviii) after the Class Principal Balance of the Class O
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class P Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class P Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xlix) to distributions to the Holders of the Class P Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      P Certificates and not previously reimbursed; and

            (l) to make distributions to the Holders of the Class R-II
      Certificates, in an amount equal to the excess, if any, of (A) the
      aggregate distributions deemed made in respect of the REMIC I Regular
      Interests (other than REMIC I Regular Interest LSL) on such Distribution
      Date pursuant to Section 4.01(i), over (B) the aggregate distributions
      made in respect of the Regular Certificates (other than the Class SL
      Certificates) on such Distribution Date pursuant to clauses (i) through
      (xlix) above;

provided that on each Distribution Date after the aggregate of Class Principal
Balances of each Class of Subordinated Certificates has been reduced to zero,
but any two or more of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class A-4 Certificates and/or the Class A-1A
Certificates remain outstanding, the payments of principal to be made as
contemplated by clauses (ii), (iii), (iv), (v) and (vi) above with respect to
the Class A Certificates will be made to the Holders of the respective Classes
of such Class A Certificates up to an amount equal to, and pro rata as among
such Classes in accordance with, the respective then outstanding Class Principal
Balances of such Classes of Certificates and without regard to the Principal
Distribution Amount for such Distribution Date. Distributions in reimbursement
of Realized Losses and Additional Trust Fund Expenses previously allocated to a
Class of Certificates shall not constitute distributions of principal and shall
not result in reduction of the related Class Principal Balance.

            All distributions of interest made in respect of the Class X-C and
Class X-P Certificates on any Distribution Date pursuant to clause (i) above,
shall be deemed to have been made in respect of all the Components of such
Class, pro rata in accordance with the respective amounts of interest that would
be payable on such Components on such Distribution Date based on the Class X-C
Strip-Rate and Class X-P Strip Rate, as applicable, of such Component multiplied
by its Component Notional Amount, together with any amounts thereof remaining
unpaid from previous Distribution Dates.

            (b) On each Distribution Date, the Paying Agent shall withdraw from
the Distribution Account any amounts that represent Prepayment Premiums and/or
Yield Maintenance Charges actually collected on the Mortgage Loans and any REO
Loans during the related Collection Period and shall be deemed to distribute
such Prepayment Premiums and/or Yield Maintenance Charges from REMIC I to REMIC
II in respect of REMIC I Regular Interest LA-1-1 (whether or not such Class has
received all distributions of interest and principal to which it is entitled)
(or in respect of REMIC I Regular Interest LSL in the case of the
Starrett-Lehigh Building Subordinate Loan), and then shall distribute each such
Prepayment Premium and/or Yield Maintenance Charge, as additional yield, as
follows:

            (i) First, to the Holders of the respective Classes of Regular
      Certificates (other than any Excluded Class thereof entitled to
      distributions of principal pursuant to Section 4.01(a) on such
      Distribution Date, up to an amount equal to, and pro rata based on, the
      Additional Yield Amounts for each such Class of Certificates for such
      Distribution Date; and

            (ii) Second, (A) on or before the Distribution Date in February
      2011, 85% of such Yield Maintenance Charges and/or Prepayment Premiums to
      the Holders of the Class X-C Certificates and 15% of such Yield
      Maintenance Charges and/or Prepayment Premiums to the Holders of the Class
      X-P Certificates and (B) after the Distribution Date in February 2011,
      100% to the Holders of the Class X-C Certificates, in each case, to the
      extent of any remaining portion of such Yield Maintenance Charges and/or
      Prepayment Premiums.

            On each Distribution Date, the Paying Agent shall withdraw from the
Additional Interest Account any amounts that represent (A) Additional Interest
actually collected during the related Collection Period on the ARD Loans and any
related REO Loans that are Wachovia Mortgage Loans (other than the
Starrett-Lehigh Building Subordinate Loan) and shall distribute such amounts
among the Holders of the Class Z-I Certificates pro rata in accordance with
their respective Percentage Interests of such Class, (B) Additional Interest
actually collected during the related Collection Period on the ARD Loans and any
related REO Loans that are Citigroup Mortgage Loans and shall distribute such
amounts among the Holders of the Class Z-II Certificates pro rata in accordance
with their respective Percentage Interests of such Class, (C) Additional
Interest actually collected during the related Collection Period on the ARD
Loans and any related REO Loans that are Artesia Mortgage Loans and shall
distribute such amounts among the Holders of the Class Z-III Certificates pro
rata in accordance with their respective Percentage Interests of such Class, (D)
Additional Interest actually collected during the related Collection Period on
the Starrett-Lehigh Building Subordinate Loan and any related REO Loan and shall
distribute such amounts among the Holders of the Class SL Certificates pro rata
in accordance with their respective Percentage Interests of such Class, and (E)
interest and investment income, if any, earned in respect of amounts held in the
Additional Interest Account as provided in Section 3.06, but only to the extent
of the Net Investment Earnings with respect to such account for the related
Distribution Date.

            (c) On each Distribution Date the Paying Agent shall (except as
otherwise provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the Class SL
Distribution Account, after payment of amounts payable from the Class SL
Distribution Account in accordance with Section 3.05(c)(ii) through (vii) and
deemed distributions from REMIC I to REMIC II pursuant to Section 4.01(i), for
the following purposes and in the following order of priority, in each case to
the extent of the Class SL Available Distribution Amount:

            (i) to distributions of interest to the Holders of the Class SL
      Certificates in an amount equal to all Class SL Distributable Certificate
      Interest in respect of such Class of Certificates for such Distribution
      Date to the extent not previously paid;

            (ii) to distributions of principal to the Holders of the Class SL
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class SL Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Class SL Principal Distribution
      Amount for such Distribution Date;

            (iii) to distributions to the Holders of the Class SL Certificates
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to such Class
      of Certificates and not previously reimbursed; and

            (iv) to distributions to the Holders of the Class R-II Certificates
      in an amount equal to the excess, if any, of (A) the distribution deemed
      made in respect of REMIC I Regular Interest LSL on such Distribution Date
      pursuant to Section 4.01 over (B) the distributions to be made on such
      Distribution Date as described in clauses (i) through (iii) above.

            In addition, all Prepayment Premiums and Yield Maintenance Charges
collected on the Starrett-Lehigh Building Subordinate Loan and payable to the
holder of the Starrett-Lehigh Building Subordinate Loan pursuant to the terms of
the related Intercreditor Agreement will be deemed distributed to REMIC I
Regular Interest LSL and then distributed to the Class SL Certificates on the
Distribution Date when the related principal prepayment is distributed.

            (d) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise provided below, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective
Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register. The final distribution on each Certificate (determined, in the case of
a Sequential Pay Certificate, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Certificate, but taking into account possible future
distributions of Additional Interest) will be made in a like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Prior to any termination of the
Trust Fund pursuant to Section 9.01, any distribution that is to be made with
respect to a Certificate in reimbursement of a Realized Loss or Additional Trust
Fund Expense previously allocated thereto, which reimbursement is to occur after
the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the
Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the Paying
Agent was subsequently notified in writing. If such check is returned to the
Paying Agent, the Paying Agent, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Paying
Agent shall be set aside by the Paying Agent and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Paying Agent has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Paying Agent shall, subject to applicable law,
distribute the unclaimed funds to the Holders of the Class R-II Certificates.

            (e) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the related Certificate Owners that it represents. None of
the Trustee, the Paying Agent, the Certificate Registrar, the Depositor or the
Master Servicer shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law. The Trustee and the Depositor
shall perform their respective obligations under a Letter of Representations
among the Depositor, the Trustee and the Initial Depository dated as of the
Closing Date.

            (f) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of the Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.

            (g) Except as otherwise provided in Section 9.01, whenever the
Paying Agent receives written notification of or expects that the final
distribution with respect to any Class of Certificates (determined without
regard to any possible future reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to such Class of Certificates) will be
made on the next Distribution Date, the Paying Agent shall, no later than five
days after the related Determination Date, mail to each Holder of record on such
date of such Class of Certificates a notice to the effect that:

            (i) the Paying Agent expects that the final distribution with
      respect to such Class of Certificates will be made on such Distribution
      Date but only upon presentation and surrender of such Certificates at the
      office of the Certificate Registrar or at such other location therein
      specified, and

            (ii) no interest shall accrue on such Certificates from and after
      such Distribution Date.

            Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Paying Agent shall, subject to applicable law,
distribute to the Holders of the Class R-II Certificates all unclaimed funds and
other assets which remain subject thereto.

            (h) Notwithstanding any other provision of this Agreement, the
Paying Agent shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Paying Agent reasonably believes are applicable under the Code. The Certificate
Registrar shall promptly provide the Paying Agent with any IRS Forms W-9,
W-8BEN, W-8IMY (and all appropriate attachments) or W-8ECI upon its receipt
thereof. The consent of Certificateholders shall not be required for such
withholding. If the Paying Agent does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Paying Agent shall indicate
the amount withheld to such Certificateholders. Such amounts shall be deemed to
have been distributed to such Certificateholders for all purposes of this
Agreement.

            (i) All distributions made in respect of any Class of Sequential Pay
Certificates and Class SL Certificates on each Distribution Date pursuant to
Section 4.01(a), Section 4.01(c) or Section 9.01 shall be deemed to have first
been distributed from REMIC I to REMIC II in respect of its Corresponding REMIC
I Regular Interest set forth in the Preliminary Statement hereto; provided that
interest shall be deemed to have been distributed pro rata among two or more
Corresponding REMIC I Regular Interests that correspond to a Class of Sequential
Pay Certificates; provided, further, that distributions of principal:

                  (1) with respect to the Class A-1 Certificates, shall be
            deemed to have first been distributed from REMIC I to REMIC II in
            respect of REMIC I Regular Interest LA-1-1; second, to REMIC I
            Regular Interest LA-1-2; third, to REMIC I Regular Interest LA-1-3;
            fourth, to REMIC I Regular Interest LA-1-4; and fifth, to REMIC I
            Regular Interest LA-1-5; in each case, until their respective REMIC
            I Principal Balances are reduced to zero;

                  (2) with respect to the Class A-2 Certificates, shall be
            deemed to have first been distributed from REMIC I to REMIC II in
            respect of REMIC I Regular Interest LA-2-1; second, to REMIC I
            Regular Interest LA-2-2; third, to REMIC I Regular Interest LA-2-3;
            fourth, to REMIC I Regular Interest LA-2-4; and fifth, to REMIC I
            Regular Interest LA-2-5; in each case, until their respective REMIC
            I Principal Balances are reduced to zero;

                  (3) with respect to the Class A-3 Certificates, shall be
            deemed to have first been distributed from REMIC I to REMIC II in
            respect of REMIC I Regular Interest LA-3-1; second, to REMIC I
            Regular Interest LA-3-2; and third, to REMIC I Regular Interest
            LA-3-3; in each case, until their respective REMIC I Principal
            Balances are reduced to zero;

                  (4) with respect to the Class A-4 Certificates, shall be
            deemed to have first been distributed from REMIC I to REMIC II in
            respect of REMIC I Regular Interest LA-4-1; second, to REMIC I
            Regular Interest LA-4-2; third, to REMIC I Regular Interest LA-4-3;
            fourth, to REMIC I Regular Interest LA-4-4; and fifth, to REMIC I
            Regular Interest LA-4-5; in each case, until their respective REMIC
            I Principal Balances are reduced to zero;

                  (5) with respect to the Class A-1A Certificates, shall be
            deemed to have first been distributed from REMIC I to REMIC II in
            respect of REMIC I Regular Interest LA-1A-1; second, to REMIC I
            Regular Interest LA-1A-2; third, to REMIC I Regular Interest
            LA-1A-3; fourth, to REMIC I Regular Interest LA-1A-4; fifth, to
            REMIC I Regular Interest LA-1A-5; sixth, to REMIC I Regular Interest
            LA-1A-6; seventh, to REMIC I Regular Interest LA-1A-7; eighth, to
            REMIC I Regular Interest LA-1A-8; ninth, to REMIC I Regular Interest
            LA-1A-9; tenth, to REMIC I Regular Interest LA-1A-10; eleventh, to
            REMIC I Regular Interest LA-1A-11; twelfth, to REMIC I Regular
            Interest LA-1A-12; thirteenth, to REMIC I Regular Interest LA-1A-13;
            fourteenth, to REMIC I Regular Interest LA-1A-14; and fifteenth, to
            REMIC I Regular Interest LA-1A-15; in each case, until their
            respective REMIC I Principal Balances are reduced to zero;

                  (6) with respect to the Class D Certificates, shall be deemed
            to have first been distributed from REMIC I to REMIC II in respect
            of REMIC I Regular Interest LD-1; and second, to REMIC I Regular
            Interest LD-2; in each case, until their respective REMIC I
            Principal Balances are reduced to zero;

                  (7) with respect to the Class E Certificates, shall be deemed
            to have first been distributed from REMIC I to REMIC II in respect
            of REMIC I Regular Interest LE-1; second, to REMIC I Regular
            Interest LE-2; and third, to REMIC I Regular Interest LE-3; in each
            case, until their respective REMIC I Principal Balances are reduced
            to zero;

                  (8) with respect to the Class F Certificates, shall be deemed
            to have first been distributed from REMIC I to REMIC II in respect
            of REMIC I Regular Interest LF-1; second, to REMIC I Regular
            Interest LF-2; and third, to REMIC I Regular Interest LF-3; in each
            case, until their respective REMIC I Principal Balances are reduced
            to zero;

                  (9) with respect to the Class G Certificates, shall be deemed
            to have first been distributed from REMIC I to REMIC II in respect
            of REMIC I Regular Interest LG-1; and second, to REMIC I Regular
            Interest LG-2; in each case, until their respective REMIC I
            Principal Balances are reduced to zero;

                  (10) with respect to the Class H Certificates, shall be deemed
            to have first been distributed from REMIC I to REMIC II in respect
            of REMIC I Regular Interest LH-1; second, to REMIC I Regular
            Interest LH-2; and third, to REMIC I Regular Interest LH-3; in each
            case, until their respective REMIC I Principal Balances are reduced
            to zero; and

                  (11) with respect to the Class J Certificates, shall be deemed
            to have first been distributed from REMIC I to REMIC II in respect
            of REMIC I Regular Interest LJ-1; and second, to REMIC I Regular
            Interest LJ-2; in each case, until their respective REMIC I
            Principal Balances are reduced to zero.

            Reimbursements of Realized Losses and Additional Trust Fund Expenses
to the classes of Sequential Pay Certificates and Class SL Certificates shall be
allocated to the Corresponding REMIC I Regular Interests in the same manner as
distributions of principal specified above. All distributions made in respect of
the Class X-C and Class X-P Certificates on each Distribution Date pursuant to
Section 4.01(a) or Section 9.01, and allocable to any particular Component of
such Class of Sequential Pay Certificates in accordance with the last paragraph
of Section 4.01(a), shall be deemed to have first been distributed from REMIC I
to REMIC II in respect of such Component's Corresponding REMIC I Regular
Interest. Any amounts remaining in REMIC I on any Distribution Date after the
foregoing distributions shall be distributed to the Holders of the Class R-I
Certificates.

            (j) On each Distribution Date or with respect to a Companion Loan
(other than the Starrett-Lehigh Building Subordinate Loan) on each P&I Advance
Date if a Companion Loan is then included in a securitization, the Companion
Paying Agent (based upon a statement of the Master Servicer to be delivered to
the Companion Paying Agent that specifies the amount required to be deposited in
the Companion Distribution Account and any amounts payable to the Master
Servicer from the Companion Distribution Account pursuant to this Section
4.01(j)) shall make withdrawals and payments from the Companion Distribution
Account for the related Companion Loans in the following order of priority:

            (i) to pay the Trustee or any of its directors, officers, employees
      and agents, as the case may be, any amounts payable or reimbursable to any
      such Person pursuant to Section 8.05, to the extent any such amounts
      relate solely to a Loan Pair;

            (ii) to pay for the cost of the Opinions of Counsel sought by the
      Trustee as contemplated by Sections 9.02(a) and 10.01(h), to the extent
      any such costs relate to a Loan Pair;

            (iii) to pay to the Master Servicer any amounts deposited by the
      Master Servicer in the Companion Distribution Account not required to be
      deposited therein;

            (iv) on each Distribution Date, or with respect to a Pari Passu
      Companion Loan on each P&I Advance Date if the related Pari Passu
      Companion Loan is then included in a securitization, to pay all amounts
      remaining in the Companion Distribution Account to the Companion Holder;
      and

            (v) to clear and terminate the Companion Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            All distributions from a Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related
Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by
check sent by first-class mail to the address of such Companion Holder or its
agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.

            (k) To the extent amounts are payable to or in respect of the Trust
Fund pursuant to Section 4.01(j)(i) or (ii), the Companion Distribution Account
shall be considered an "outside reserve fund" within the meaning of the REMIC
Provisions, beneficially owned by the Companion Holder for federal income tax
purposes, who shall be taxable on all reinvestment income thereon, and who shall
be deemed to have received any amounts reimbursed from the Trust Fund to the
Companion Distribution Account.

            On each Distribution Date, the Paying Agent shall withdraw amounts
from the Gain-on-Sale Reserve Account and shall distribute such amounts to
reimburse REMIC I Regular Interest LSL and the Holders of each Class of
Sequential Pay Certificates (in order of alphabetical Class designation) up to
an amount equal to all Realized Losses and Additional Trust Fund Expenses, if
any, previously deemed allocated to such Classes and unreimbursed after
application of the Available Distribution Amount for such Distribution Date.
Amounts paid from the Gain-on-Sale Reserve Account pursuant to the preceding
sentence shall first be deemed to have been distributed to the Corresponding
REMIC I Regular Interest in reimbursement of Realized Losses and Additional
Trust Fund Expenses previously allocated thereto. Amounts paid from the
Gain-on-Sale Reserve Account will not reduce the Certificate Principal Balances
of the Classes receiving such distributions. Any amounts remaining in the
Gain-on-Sale Reserve Account after such distributions shall be applied to offset
future Realized Losses and Additional Trust Fund Expenses and upon termination
of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve Account
shall be distributed to the Class R-I Certificateholders. Notwithstanding the
foregoing, on each Distribution Date, the Paying Agent shall withdraw amounts
related to the Starrett-Lehigh Building Subordinate Loan from the Gain-on-Sale
Reserve Account and shall distribute such amounts to reimburse the Holders of
the Class SL Certificates up to an amount equal to all Realized Losses and
Additional Trust Fund Expenses, if any, previously deemed allocated to them and
unreimbursed after application of the Class SL Available Distribution Amount for
such Distribution Date.

            Section 4.02 Statements to Certificateholders; CMSA Loan Periodic
Update File.

            (a) On each Distribution Date, the Trustee shall make available or
forward by mail (or by electronic transmission acceptable to the recipient) to
each Certificateholder, each initial Certificate Owner and (upon written request
made to the Trustee) each subsequent Certificate Owner (as identified to the
reasonable satisfaction of the Trustee), the Depositor, the Master Servicer, the
Special Servicer, the Companion Holder, the Underwriters and each Rating Agency,
a statement (a "Distribution Date Statement"), as to the distributions made on
such Distribution Date, based on information provided to it by the Master
Servicer and the Special Servicer, setting forth:

            (i) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates in reduction of the Class
      Principal Balance thereof;

            (ii) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates allocable to Distributable
      Certificate Interest;

            (iii) the amount of the distribution on such Distribution Date to
      the Holders of each Class of Regular Certificates allocable to Prepayment
      Premiums and/or Yield Maintenance Charges;

            (iv) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates in reimbursement of
      previously allocated Realized Losses and Additional Trust Fund Expenses;

            (v) the Available Distribution Amount for such Distribution Date;

            (vi) (a) the aggregate amount of P&I Advances made in respect of
      such Distribution Date with respect to the Mortgage Pool and each Loan
      Group pursuant to Section 4.03(a), including, without limitation, any
      amounts applied pursuant to Section 4.03(a)(ii), and the aggregate amount
      of unreimbursed P&I Advances with respect to the Mortgage Pool and each
      Loan Group that had been outstanding at the close of business on the
      related Determination Date and the aggregate amount of interest accrued
      and payable to the Master Servicer or the Trustee in respect of such
      unreimbursed P&I Advances in accordance with Section 4.03(d) as of the
      close of business on the related Determination Date, (b) the aggregate
      amount of Servicing Advances as of the close of business on the related
      Determination Date and (c) the aggregate amount of all Nonrecoverable
      Advances as of the close of business on the related Determination Date;

            (vii) the aggregate unpaid principal balance of the Mortgage Pool
      and each Loan Group outstanding as of the close of business on the related
      Determination Date;

            (viii) the aggregate Stated Principal Balance of the Mortgage Pool
      and each Loan Group outstanding immediately before and immediately after
      such Distribution Date;

            (ix) the number, aggregate principal balance, weighted average
      remaining term to maturity and weighted average Mortgage Rate of the
      Mortgage Loans in the Mortgage Pool and each Loan Group as of the close of
      business on the related Determination Date;

            (x) the number, aggregate unpaid principal balance (as of the close
      of business on the related Determination Date) and aggregate Stated
      Principal Balance (immediately after such Distribution Date) of Mortgage
      Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
      more than 89 days, (D) as to which foreclosure proceedings have been
      commenced, and (E) to the actual knowledge of the Master Servicer or
      Special Servicer in bankruptcy proceedings;

            (xi) as to each Mortgage Loan referred to in the preceding clause
      (x) above, (A) the loan number thereof, (B) the Stated Principal Balance
      thereof immediately following such Distribution Date, and (C) a brief
      description of any executed loan modification;

            (xii) with respect to any Mortgage Loan as to which a Liquidation
      Event occurred during the related Collection Period (other than a payment
      in full), (A) the loan number thereof, (B) the aggregate of all
      Liquidation Proceeds and other amounts received in connection with such
      Liquidation Event (separately identifying the portion thereof allocable to
      distributions on the Certificates), and (C) the amount of any Realized
      Loss in connection with such Liquidation Event;

            (xiii) with respect to any REO Property included in the Trust Fund
      as to which a Final Recovery Determination was made during the related
      Collection Period, (A) the loan number of the related Mortgage Loan, (B)
      the aggregate of all Liquidation Proceeds and other amounts received in
      connection with such Final Recovery Determination (separately identifying
      the portion thereof allocable to distributions on the Certificates), and
      (C) the amount of any Realized Loss in respect of the related REO Loan in
      connection with such Final Recovery Determination;

            (xiv) the Accrued Certificate Interest and Distributable Certificate
      Interest in respect of each Class of Regular Certificates for such
      Distribution Date;

            (xv) any unpaid Distributable Certificate Interest in respect of
      each Class of Regular Certificates after giving effect to the
      distributions made on such Distribution Date;

            (xvi) the Pass-Through Rate for each Class of Regular Certificates
      for such Distribution Date;

            (xvii) the Principal Distribution Amount, the Loan Group 1 Principal
      Distribution Amount and the Loan Group 2 Principal Distribution Amount for
      such Distribution Date, separately identifying the respective components
      thereof (and, in the case of any Principal Prepayment or other unscheduled
      collection of principal received during the related Collection Period, the
      loan number for the related Mortgage Loan and the amount of such
      prepayment or other collection of principal);

            (xviii) the aggregate of all Realized Losses incurred during the
      related Collection Period and all Additional Trust Fund Expenses incurred
      during the related Collection Period;

            (xix) the aggregate of all Realized Losses and Additional Trust Fund
      Expenses that were allocated on such Distribution Date;

            (xx) the Class Principal Balance of each Class of Regular
      Certificates (other than the Class X Certificates) and the Component
      Notional Amount of each Component outstanding immediately before and
      immediately after such Distribution Date, separately identifying any
      reduction therein due to the allocation of Realized Losses and Additional
      Trust Fund Expenses on such Distribution Date;

            (xxi) the Certificate Factor for each Class of Regular Certificates
      immediately following such Distribution Date;

            (xxii) the aggregate amount of interest on P&I Advances paid to the
      Master Servicer and the Trustee with respect to the Mortgage Pool and each
      Loan Group during the related Collection Period in accordance with Section
      4.03(d);

            (xxiii) the aggregate amount of interest on Servicing Advances paid
      to the Master Servicer, the Trustee and the Special Servicer during the
      related Collection Period in accordance with Section 3.03(d) with respect
      to the Mortgage Pool and each Loan Group;

            (xxiv) the aggregate amount of (i) servicing fees paid to the Master
      Servicer and the Special Servicer and (ii) trustee fees paid to the
      Trustee during the related Collection Period;

            (xxv) the loan number for each Required Appraisal Loan and any
      related Appraisal Reduction Amount as of the related Determination Date;

            (xxvi) the current credit support levels for each Class of Regular
      Certificates;

            (xxvii) the original and then-current ratings for each Class of
      Regular Certificates;

            (xxviii) the aggregate amount of Prepayment Premiums and Yield
      Maintenance Charges with respect to the Mortgage Pool and each Loan Group
      collected during the related Collection Period;

            (xxix) the amounts, if any, actually distributed with respect to the
      Class Z-I Certificates, Class Z-II, Class Z-III Certificates, Class R-I
      Certificates or Class R-II Certificates on such Distribution Date; and

            (xxx) the value of any REO Property included in the Trust Fund as of
      the end of the related Collection Period, based on the most recent
      Appraisal or valuation.

            In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (x) through (xiii), and (xxiv)
and (xxx) above, insofar as the underlying information is solely within the
control of the Special Servicer, the Trustee and the Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer.

            The Trustee may rely on and shall not be responsible absent manifest
error for the content or accuracy of any information provided by third parties
for purposes of preparing the Distribution Date Statement and may affix thereto
any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).

            On or prior to each Distribution Date, the Trustee shall make
available to the general public via its Internet Website, (i) the related
Distribution Date Statement, (ii) the CMSA Loan Periodic Update File, CMSA Loan
Setup File, CMSA Bond File, and CMSA Collateral Summary File, (iii) the
Unrestricted Servicer Reports, (iv) as a convenience for interested parties (and
not in furtherance of the distribution thereof under the securities laws), the
Prospectus Supplement, the Prospectus and this Agreement, and (v) any other
items at the request of the Depositor.

            In addition, on or prior to each Distribution Date, the Trustee
shall make available via its Internet Website, on a restricted basis, (i) the
Restricted Servicer Reports, (ii) the CMSA Property File and (iii) any other
items at the request of the Depositor. The Trustee shall provide access to such
restricted reports, upon request, to each Privileged Person.

            The Trustee shall not be obligated to make any representation or
warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet Website and assumes no responsibility
therefor. In addition, the Trustee may disclaim responsibility for any
information distributed by the Trustee for which it is not the original source.

            In connection with providing access to the Trustee's Internet
Website, the Trustee, may require registration and the acceptance of a
disclaimer. The Trustee shall not be liable for the dissemination of information
in accordance herewith and in compliance with the terms of this Agreement.

            Absent manifest error, none of the Master Servicer or the Special
Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a borrower or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable. The Trustee shall not be
responsible absent manifest error for the accuracy or completeness of any
information supplied to it for delivery pursuant to this Section 4.02(a).
Neither the Trustee, the Master Servicer nor the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor or third party.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall, upon request, send to each Person who at any time
during the calendar year was a Certificateholder of record, a report summarizing
on an annual basis (if appropriate) the items provided to Certificateholders
pursuant to clauses (i), (ii), (iii) and (iv) of the description of
"Distribution Date Statement" above and such other information as may be
required to enable such Certificateholders to prepare their federal income tax
returns. Such information shall include the amount of original issue discount
accrued on each Class of Certificates and information regarding the expenses of
the Trust Fund. Such requirement shall be deemed to be satisfied to the extent
such information is provided pursuant to applicable requirements of the Code
from time to time in force.

            If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book Entry
Certificates, then the Trustee shall mail or cause the mailing of, or provide
electronically or cause the provision electronically of, such statements,
reports and/or other written information to such Certificate Owner upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

            The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives the necessary underlying information from the Special Servicer or
Master Servicer, as applicable, and shall not be liable for any failure to
deliver any thereof on the prescribed due dates, to the extent caused by failure
to receive timely such underlying information. Nothing herein shall obligate the
Trustee or the Master Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Mortgagor and the failure of the
Trustee, Master Servicer or the Special Servicer to disseminate information for
such reason shall not be a breach hereof.

            (b) Not later than 1:30 p.m. New York City time on the second
Business Day preceding each Distribution Date, the Master Servicer shall furnish
to the Trustee, the Depositor, the Special Servicer and the Underwriters, by
electronic transmission (or in such other form to which the Trustee or the
Depositor, as the case may be, and the Master Servicer may agree), with a hard
copy (other than in the case of the Trustee) of such transmitted information to
follow promptly, an accurate and complete CMSA Loan Periodic Update File
providing the required information for the Mortgage Loans as of such
Determination Date. The Depositor shall provide the information necessary for
the CMSA Loan Setup File on the Closing Date. Not later than 2:00 p.m. New York
City time on the second Business Day preceding each Distribution Date, the
Master Servicer shall deliver to the Trustee notice of the Discount Rate
applicable to each Principal Prepayment received in the related Collection
Period.

            In the performance of its obligations set forth in Section 4.05, and
its other duties hereunder, the Trustee (including in its capacity as Paying
Agent) may conclusively rely on reports provided to it by the Master Servicer,
and the Trustee shall not be responsible to recompute, recalculate or verify the
information provided to it by the Master Servicer. In the case of information to
be furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer shall have no obligation to provide such
information until it has received such information from the Special Servicer,
shall not be in default hereunder due to a delay in providing the CMSA Loan
Periodic Update File caused by the Special Servicer's failure to timely provide
any report required under this Agreement and may, absent manifest error,
conclusively rely on the reports to be provided by the Special Servicer.

            Section 4.03 P&I Advances.

            (a) On or before 1:30 p.m., New York City time, on each P&I Advance
Date (or 3:00 p.m. New York City time if the last day of the Collection Period
is deemed to be the P&I Advance Date), the Master Servicer shall (i) apply
amounts in the Certificate Account received after the end of the related
Collection Period or otherwise held for future distribution to
Certificateholders in subsequent months in discharge of its obligation to make
P&I Advances or (ii) subject to Section 4.03(c) below, remit from its own funds
to the Paying Agent for deposit into the Distribution Account an amount equal to
the aggregate amount of P&I Advances, if any, to be made in respect of the
related Distribution Date (other than in respect of the Starrett-Lehigh Building
Subordinate Loan) and to the Class SL Distribution Account with respect to the
amount of P&I Advances of interest only, and not principal, required to be made
with respect to the Starrett-Lehigh Building Subordinate Loan. The Master
Servicer may also make P&I Advances in the form of any combination of clauses
(i) and (ii) above aggregating the total amount of P&I Advances to be made. Any
amounts held in the Certificate Account for future distribution and so used to
make P&I Advances shall be appropriately reflected in the Master Servicer's
records and replaced by the Master Servicer by deposit in the Certificate
Account on or before the next succeeding Determination Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent
principal and interest in respect of which such P&I Advances were made). If, as
of 3:00 p.m., New York City time, on any P&I Advance Date, the Master Servicer
shall not have made any P&I Advance required to be made on such date pursuant to
this Section 4.03(a) (and shall not have delivered to the Trustee the requisite
Officer's Certificate and documentation related to a determination of
nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy (704) 593-7731 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
(704) 593-7836 or (704) 593-7867 (or such alternative number provided by the
Master Servicer to the Trustee in writing) as soon as possible, but in any event
before 4:00 p.m., New York City time, on such P&I Advance Date. If the Trustee
does not receive the full amount of such P&I Advances by 10:00 a.m., New York
City time, on the related Distribution Date, then, subject to Section 4.03(c),
(i) the Trustee shall, no later than 11:00 a.m., New York City time, on such
related Distribution Date make the portion of such P&I Advances that was
required to be, but was not, made by the Master Servicer on such P&I Advance
Date, and (ii) the provisions of Sections 7.01 and 7.02 shall apply.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee in respect of any Distribution Date and each Mortgage
Loan and the Pari Passu Companion Loan shall, subject to Section 4.03(c) and
Section 4.03(f) below, be equal to the aggregate of all Periodic Payments (or in
the case of the Starrett-Lehigh Building Subordinate Loan, only the interest
portion of the Periodic Payment due on the Starrett-Lehigh Building Subordinate
Loan) (other than Balloon Payments) and any Assumed Scheduled Payments, net of
related Servicing Fees due or deemed due, as the case may be, in respect of the
Mortgage Loans and the Pari Passu Companion Loan (including, without limitation,
Balloon Mortgage Loans delinquent as to their respective Balloon Payments) and
any REO Loans on their respective Due Dates during (or deemed to be during) the
related Collection Period to the extent such amount was not paid by or on behalf
of the related Mortgagor or otherwise collected (including as net income from
REO Properties) as of the earlier of the close of business on the last day of
related Collection Period and 3:00 p.m. New York City time on the P&I Advance
Date; provided that, (x) if the Periodic Payment on any Mortgage Loan or Pari
Passu Companion Loan has been reduced in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
or if the final maturity on any Mortgage Loan or Pari Passu Companion Loan shall
be extended in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, waiver or amendment granted or agreed to by
the Special Servicer pursuant to Section 3.20, and the Periodic Payment due and
owing during the extension period is less than the related Assumed Scheduled
Payment, then the Master Servicer or the Trustee shall, as to such Mortgage Loan
or Pari Passu Companion Loan only, advance only the amount of the Periodic
Payment (or in the case of the Starrett-Lehigh Building Subordinate Loan, only
the interest portion of the Periodic Payment due on the Starrett-Lehigh Building
Subordinate Loan) due and owing after taking into account such reduction (net of
related Servicing Fees) in the event of subsequent delinquencies thereon; and
(y) if it is determined that an Appraisal Reduction Amount exists with respect
to any Required Appraisal Mortgage Loan, then, with respect to the Distribution
Date immediately following the date of such determination and with respect to
each subsequent Distribution Date for so long as such Appraisal Reduction Amount
exists with respect to such Required Appraisal Mortgage Loan, the Master
Servicer or the Trustee will be required in the event of subsequent
delinquencies to advance in respect of such Mortgage Loan (or Pari Passu
Companion Loan) only an amount equal to the sum of (A) the amount of the
interest portion of the P&I Advance that would otherwise be required without
regard to this clause (y), minus the product of (1) such Appraisal Reduction
Amount and (2) the per annum Pass-Through Rate (or, with respect to a Pari Passu
Companion Loan, if such loan is then in a securitization, "pass-through rate" as
defined in the pooling and servicing agreement related to such securitization)
(i.e., for any month, one-twelfth of the Pass-Through Rate) applicable to the
Class of Certificates to which such Appraisal Reduction Amount is allocated
pursuant to Section 4.04(d) (or with respect to a Pari Passu Companion Loan,
applicable to the class certificates or other securities which are backed in
whole or in part by the related Pari Passu Companion Loan) and (B) the amount of
the principal portion of the P&I Advance that would otherwise be required
without regard to this clause (y) (or, in the case of the Starrett-Lehigh
Building Subordinate Loan, an amount equal to clause (A) only). The holder of a
Pari Passu Companion Loan (or its designee) shall provide to the Master Servicer
any information that the Master Servicer may request in order to fulfill its
advancing obligations with respect to such Pari Passu Companion Loan pursuant to
this Section 4.03(b).

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that it has made a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered to the Trustee and the Depositor
on or before the related P&I Advance Date, setting forth the basis for such
determination, together with any other information, including Appraisals (the
cost of which may be paid out of the Certificate Account pursuant to Section
3.05(a)) (or, if no such Appraisal has been performed pursuant to this Section
4.03(c), a copy of an Appraisal of the related Mortgaged Property performed
within the twelve months preceding such determination), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties, engineers' reports, environmental surveys and any
similar reports that the Master Servicer may have obtained consistent with the
Servicing Standard and at the expense of the Trust Fund, that support such
determination by the Master Servicer. On the fourth Business Day before each
Distribution Date, the Special Servicer shall report to the Master Servicer the
Special Servicer's determination as to whether each P&I Advance made with
respect to any previous Distribution Date or required to be made with respect to
such Distribution Date with respect to any Specially Serviced Mortgage Loan or
REO Loan is a Nonrecoverable P&I Advance. The Master Servicer shall be entitled
to conclusively rely on such determination. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance (and with respect to a P&I
Advance, the Trustee, as applicable, shall rely on the Master Servicer's
determination that the P&I Advance would be a Nonrecoverable Advance if the
Trustee determines that it does not have sufficient time to make such
determination); provided, however, that, if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer
that such P&I Advance would be Nonrecoverable Advance, the Trustee shall make
such Advance within the time periods required by Section 4.03(a) unless the
Trustee, in good faith, makes a determination prior to the times specified in
Section 4.03(a) that such P&I Advance would be a Nonrecoverable Advance. The
Trustee in determining whether or not a P&I Advance previously made is, or a
proposed P&I Advance, if made, would be, a Nonrecoverable Advance shall be
subject to the standards set forth in Section 8.01(a) hereunder.

            (d) In connection with the recovery by the Master Servicer or the
Trustee of any P&I Advance out of the Certificate Account pursuant to Section
3.05(a), subject to the next sentence, the Master Servicer shall be entitled to
pay itself or the Trustee, as the case may be, out of any amounts then on
deposit in the Certificate Account, interest at the Reimbursement Rate in effect
from time to time, compounded annually, accrued on the amount of such P&I
Advance (to the extent made with its own funds) from the date made (provided,
however, no such interest shall accrue during any grace period under a Mortgage
Loan) to but not including the date of reimbursement such interest to be
payable, subject to the terms of the Intercreditor Agreement with respect to the
related Loan Pair, first out of late payment charges and Penalty Interest
received on the related Mortgage Loan or REO Property during the Collection
Period in which such reimbursement is made and then from general collections on
the Mortgage Loans then on deposit in the Certificate Account. The Master
Servicer shall reimburse itself or the Trustee, as applicable, for any
outstanding P&I Advance made thereby as soon as practicable after funds
available for such purpose have been received by the Master Servicer, and in no
event shall interest accrue in accordance with this Section 4.03(d) on any P&I
Advance as to which the corresponding payment of principal and interest or Late
Collection was received by the Master Servicer on or prior to the related P&I
Advance Date.

            (e) In no event shall the Master Servicer or the Trustee make a P&I
Advance with respect to any AB Companion Loan (other than P&I Advances of
interest only, on the Starrett-Lehigh Building Subordinate Loan).

            (f) Subject to Section 4.03(b), the Master Servicer shall make P&I
Advances in respect of the a Pari Passu Companion Loan only during such time as
such Companion Loan is included in a securitization or a collateralized debt
obligation in which interests therein are issued or created pursuant to the
terms of the related Intercreditor Agreement. With respect to any P&I Advance
made on such Pari Passu Companion Loan, the Master Servicer or the Trustee shall
be entitled to recovery of such amounts from the holder thereof. For the
avoidance of doubt, the Trust Fund shall not be liable for any recoveries of P&I
Advances made by the Master Servicer or the Trustee on such Pari Passu Companion
Loan.

            (g) Amounts in respect of the Starrett-Lehigh Building Subordinate
Loan are not available for distributions on the Sequential Pay Certificates, nor
are they available for the reimbursement of Nonrecoverable Advances on the
Sequential Pay Certificates if such Nonrecoverable Advance was unrelated to the
Starrett-Lehigh Building Whole Loan. If an Advance on the Starrett-Lehigh
Building Subordinate Loan becomes a Nonrecoverable Advance and the Master
Servicer (or Trustee, if applicable) is unable to recover such amounts from
amounts available for distribution on the Class SL Certificates, the Master
Servicer (or Trustee, if applicable) may recover such Nonrecoverable Advance
(including interest thereon) from the assets of the trust available for
distribution on the Certificates.

            Section 4.04 Allocation of Realized Losses and Additional Trust Fund
Expenses; Allocation of Certificate Deferred Interest; Allocation of Appraisal
Reduction Amounts.

            (a) On each Distribution Date, following all distributions to be
made on such date pursuant to Section 4.01, the Paying Agent shall allocate to
the respective Classes of Sequential Pay Certificates as follows the aggregate
of all Realized Losses and Additional Trust Fund Expenses that were incurred at
any time following the Cut-Off Date through the end of the related Collection
Period and in any event that were not previously allocated pursuant to this
Section 4.04(a) on any prior Distribution Date, but only to the extent that (i)
the aggregate Certificate Principal Balance of the Sequential Pay Certificates
as of such Distribution Date (after taking into account all of the distributions
made on such Distribution Date pursuant to Section 4.01), exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date: first, to the Class P
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero, second, to the Class O Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero, third, to the Class N
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourth, to the Class M Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; fifth, to the Class L
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixth, to the Class K Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class J
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; eighth, to the Class H Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; ninth, to the Class G
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; tenth, to the Class F Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; eleventh, to the Class E
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; twelfth, to the Class D Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; thirteenth, to the Class C
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourteenth, to the Class B Certificates, until the remaining
Class Principal Balance thereof has been reduced to zero; and fifteenth pro rata
(based on remaining Class Principal Balances) to the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
and the Class A-1A Certificates, until the Class Principal Balances thereof are
reduced to zero. Any allocation of Realized Losses and Additional Trust Fund
Expenses to a Class of Regular Certificates shall be made by reducing the Class
Principal Balance thereof by the amount so allocated. All Realized Losses and
Additional Trust Fund Expenses, if any, allocated to a Class of Regular
Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby; provided, however,
that all Realized Losses and Additional Trust Fund Expenses, if any, in respect
of or related to the Starrett-Lehigh Building Whole Loan will be allocated first
to the Class SL Certificates until the Certificate Balance thereof is reduced to
zero, and thereafter will be allocated to the respective Classes of the
Sequential Pay Certificates (in each case, to the extent and in reduction of
their respective Certificate Balances) in the order above. All Realized Losses
and Additional Trust Fund Expenses, if any, that have not been allocated to the
Regular Certificates as of the Distribution Date on which the aggregate
Certificate Principal Balance of such Regular Certificates has been reduced to
zero, shall be deemed allocated to the Residual Certificates.

            (b) On each Distribution Date, following the deemed distributions of
principal or in reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made in respect of the REMIC I Regular Interests
pursuant to Section 4.01(i), the REMIC I Principal Balance (or aggregate REMIC I
Principal Balance with respect to the REMIC I Regular Interests corresponding to
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-1A, Class D, Class E,
Class F, Class G, Class H and Class J Certificates) of the Corresponding REMIC I
Regular Interests (after taking account of such deemed distributions) shall be
reduced as a result of Realized Losses and Additional Trust Fund Expenses to
equal the Class Principal Balance of the Corresponding Certificates that will be
outstanding immediately following such Distribution Date; provided that Realized
Losses and Additional Trust Fund Expenses shall be allocated:

                  (1) with respect to the Class A-1 Certificates, first, to
            REMIC I Regular Interest LA-1-1; second, to REMIC I Regular Interest
            LA-1-2; third, to REMIC I Regular Interest LA-1-3; fourth, to REMIC
            I Regular Interest LA-1-4; and fifth, to REMIC I Regular Interest
            LA-1-5; in each case, until their respective REMIC I Principal
            Balances are reduced to zero;

                  (2) with respect to the Class A-2 Certificates, first, to
            REMIC I Regular Interest LA-2-1; second, to REMIC I Regular Interest
            LA-2-2; third, to REMIC I Regular Interest LA-2-3; fourth, to REMIC
            I Regular Interest LA-2-4; and fifth, to REMIC I Regular Interest
            LA-2-5; in each case, until their respective REMIC I Principal
            Balances are reduced to zero;

                  (3) with respect to the Class A-3 Certificates, first, to
            REMIC I Regular Interest LA-3-1; second, to REMIC I Regular Interest
            LA-3-2; and third, to REMIC I Regular Interest LA-3-3; in each case,
            until their respective REMIC I Principal Balances are reduced to
            zero;

                  (4) with respect to the Class A-4 Certificates, first, to
            REMIC I Regular Interest LA-4-1; second, to REMIC I Regular Interest
            LA-4-2; third, to REMIC I Regular Interest LA-4-3; fourth, to REMIC
            I Regular Interest LA-4-4; and fifth, to REMIC I Regular Interest
            LA-4-5; in each case, until their respective REMIC I Principal
            Balances are reduced to zero;

                  (5) with respect to the Class A-1A Certificates, first, to
            REMIC I Regular Interest LA-1A-1; second, to REMIC I Regular
            Interest LA-1A-2; third, to REMIC I Regular Interest LA-1A-3;
            fourth, to REMIC I Regular Interest LA-1A-4; fifth, to REMIC I
            Regular Interest LA-1A-5; sixth, to REMIC I Regular Interest
            LA-1A-6; seventh, to REMIC I Regular Interest LA-1A-7; eighth, to
            REMIC I Regular Interest LA-1A-8; ninth, to REMIC I Regular Interest
            LA-1A-9; tenth, to REMIC I Regular Interest LA-1A-10; eleventh, to
            REMIC I Regular Interest LA-1A-11; twelfth, to REMIC I Regular
            Interest LA-1A-12; thirteenth, to REMIC I Regular Interest LA-1A-13;
            fourteenth, to REMIC I Regular Interest LA-1A-14; and fifteenth, to
            REMIC I Regular Interest LA-1A-15; in each case, until their
            respective REMIC I Principal Balances are reduced to zero;

                  (6) with respect to the Class D Certificates, first, to REMIC
            I Regular Interest LD-1; and second, to REMIC I Regular Interest
            LD-2; in each case, until their respective REMIC I Principal
            Balances are reduced to zero;

                  (7) with respect to the Class E Certificates, first, to REMIC
            I Regular Interest LE-1; second, to REMIC I Regular Interest LE-2;
            and third, to REMIC I Regular Interest LE-3; in each case, until
            their respective REMIC I Principal Balances are reduced to zero;

                  (8) with respect to the Class F Certificates, first, to REMIC
            I Regular Interest LF-1; second, to REMIC I Regular Interest LF-2;
            and third, to REMIC I Regular Interest LF-3; in each case, until
            their respective REMIC I Principal Balances are reduced to zero;

                  (9) with respect to the Class G Certificates, first, to REMIC
            I Regular Interest LG-1; and second, to REMIC I Regular Interest
            LG-2; in each case, until their respective REMIC I Principal
            Balances are reduced to zero;

                  (10) with respect to the Class H Certificates, first, to REMIC
            I Regular Interest LH-1; second, to REMIC I Regular Interest LH-2;
            and third, to REMIC I Regular Interest LH-3; in each case, until
            their respective REMIC I Principal Balances are reduced to zero; and

                  (11) with respect to the Class J Certificates, first, to REMIC
            I Regular Interest LJ-1; and second, to REMIC I Regular Interest
            LJ-2; in each case, until their respective REMIC I Principal
            Balances are reduced to zero.

            Such reductions shall be deemed to be an allocation of Realized
Losses and Additional Trust Fund Expenses.

            (c) On any Distribution Date, the amount of any Mortgage Deferred
Interest (except as provided below with respect to the Starrett-Lehigh Building
Whole Loan) will be allocated as Certificate Deferred Interest to each
outstanding Class of Sequential Pay Certificates in reverse alphabetical order
(except with respect to the Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-1A Certificates which amounts shall be applied pro rata (based on remaining
Class Principal Balances) to such Certificates), in each case up to the
respective Accrued Certificate Interest for each such Class of Certificates for
such Distribution Date. On each such Distribution Date, the Certificate
Principal Balance of each Class of Certificates to which Certificate Deferred
Interest has been allocated shall be increased by the amount of Certificate
Deferred Interest allocated to such Class. The amount of Certificate Deferred
Interest allocated to any Class of Sequential Pay Certificates shall be
allocated to, and will increase the REMIC I Principal Balances of the
Corresponding REMIC I Regular Interests; provided, however, that with respect to
the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1A Certificates,
allocations to the Corresponding REMIC I Regular Interests shall be made on a
pro rata basis. Mortgage Deferred Interest on the Starrett-Lehigh Building Whole
Loan will be allocated first, as Certificate Deferred Interest on the Class SL
Certificates (and in a corresponding amount on REMIC I Regular Interest LSL) and
then as Certificate Deferred Interest on the Sequential Pay Certificates in
accordance with the terms of this Section 4.04(c).

            (d) Any Appraisal Reduction Amounts shall be allocated only for
purposes of determining the amount of P&I Advances with respect to the related
Mortgage Loan, as follows: to the Class Principal Balance of the Class P, Class
O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates, in that order, up to the amount of
their respective Class Principal Balances; provided that, with respect to any
Appraisal Reduction Amount relating to the Starrett-Lehigh Building Whole Loan,
such Appraisal Reduction Amount will be applied to the Starrett-Lehigh Building
Subordinate Loan (and allocated to the Class SL Certificates), prior to any
allocation of such Appraisal Reduction to the Starrett-Lehigh Building Senior
Loans. On any Distribution Date, an Appraisal Reduction Amount that otherwise
would be allocated to a Class of Certificates shall be allocated to the next
most subordinate Class to the extent that the Class Principal Balance on such
Distribution Date for such Class of Certificates (prior to taking the Appraisal
Reduction Amount into account) is less than the Appraisal Reduction Amount for
the Distribution Date. The Master Servicer shall report to the Trustee on or
before each Determination Date all Appraisal Reduction Amounts and the Trustee
shall report to the Master Servicer no later than 10:00 a.m. on the related P&I
Advance Date the Pass-Through Rates necessary to calculate the allocation
required by this Section 4.04(d).

            Section 4.05 Calculations.

            The Paying Agent shall, provided it receives the necessary
information from the Master Servicer and the Special Servicer, be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions and allocations to be made pursuant to Section 4.01,
Section 5.02(d) and Article IX and the actual and deemed allocations of Realized
Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.
The Paying Agent shall calculate the Available Distribution Amount for each
Distribution Date and shall allocate such amount among Certificateholders in
accordance with this Agreement, and the Paying Agent shall have no obligation to
recompute, recalculate or verify any information provided to it by the Special
Servicer or Master Servicer. The calculations by the Paying Agent of such
amounts shall, in the absence of manifest error, be presumptively deemed to be
correct for all purposes hereunder.

            Section 4.06 Use of Agents.

            The Master Servicer or the Trustee may at its own expense utilize
agents or attorneys-in-fact in performing any of its obligations under this
Article IV (except the obligation to make P&I Advances), but no such utilization
shall relieve the Master Servicer or the Trustee from any of such obligations or
liabilities, and the Master Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact
(other than with respect to limited powers-of-attorney delivered by the Trustee
to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and
3.01(b), as applicable, in which case the Trustee shall have no such
responsibility).

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates.

            (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibit A; provided that any of the Certificates may be
issued with appropriate insertions, omissions, substitutions and variations, and
may have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Agreement, as may be required to comply
with any law or with rules or regulations pursuant thereto, or with the rules of
any securities market in which the Certificates are admitted to trading, or to
conform to general usage. The Certificates will be issuable in registered form
only; provided, however, that in accordance with Section 5.03, beneficial
ownership interests in the Regular Certificates shall initially be held and
transferred through the book-entry facilities of the Depository. The Regular
Certificates will be issuable only in denominations corresponding to initial
Certificate Principal Balances or initial Certificate Notional Amounts, as the
case may be, as of the Closing Date of not less than $10,000 in the case of the
Registered Certificates, $1,000,000 in the case of the Class X Certificates, and
$250,000 in the case of Non-Registered Certificates (other than the Residual
Certificates and the Class X Certificates), and in each such case in integral
multiples of $1 in excess thereof. The Class Z-I Certificates, the Class Z-II
Certificates, the Class Z-III Certificates, the Class R-I Certificates and the
Class R-II Certificates shall have no minimum denomination and shall each be
represented by a single definitive certificate.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatories of the Certificate
Registrar shall be entitled to all benefits under this Agreement, subject to the
following sentence, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, however, unless there appears on such Certificate a certificate
of authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

            Section 5.02 Registration of Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar (located as of the Closing Date at Wells
Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-6113), shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee is hereby initially appointed (and
hereby agrees to act in accordance with the terms hereof) as Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written instrument delivered to the Depositor, the Trustee, the
Special Servicer and the Master Servicer, any other bank or trust company to act
as Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe; provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. If the Trustee resigns or is removed in accordance
with the terms hereof, the successor trustee shall immediately succeed to its
duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer
the Certificate Registrar), the Master Servicer and the Special Servicer shall
have the right to inspect the Certificate Register or to obtain a copy thereof
at all reasonable times, and to rely conclusively upon a certificate of the
Certificate Registrar as to the information set forth in the Certificate
Register. Upon written request of any Certificateholder made for purposes of
communicating with other Certificateholders with respect to their rights under
this Agreement, the Certificate Registrar shall promptly furnish such
Certificateholder with a list of the other Certificateholders of record
identified in the Certificate Register at the time of the request.

            (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. If such a transfer is to be made
without registration under the Securities Act (other than in connection with the
initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective Affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives (and upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
G-1 hereto, and a certificate from such Certificateholder's prospective
transferee substantially in the form attached as either Exhibit G-2 hereto or as
Exhibit G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify any Class of
Non-Registered Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of any Non-Registered Certificate without registration or
qualification. Any Holder of a Non-Registered Certificate desiring to effect
such a transfer shall, and upon acquisition of such a Certificate shall be
deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and
the Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

            In connection with transfer of the Non-Registered Certificates, the
Depositor shall furnish upon request of a Certificateholder or Certificate Owner
to such Holder or Certificate Owner and any prospective purchaser designated by
such Certificateholder or Certificate Owner the information required to be
delivered under paragraph (d)(4) of Rule 144A of the Securities Act.

            Notwithstanding the foregoing, for so long as any Non-Registered
Certificate is a Book-Entry Certificate, (a) each prospective transferor of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferee of such Certificate the information set forth on Exhibit G-1
upon or prior to such transfer and (b) each prospective transferee of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferor of such Certificate the information set forth on Exhibit G-2
or Exhibit G-3 upon or prior to such transfer.

            (c) No transfer of a Certificate or any interest therein shall be
made to any "employee benefit plan" subject to Title I of ERISA, a "plan"
described by Section 4975(e)(1) of the Code or any other retirement plan or
other employee benefit plan or arrangement subject to applicable federal, state
or local law ("Similar Law") materially similar to the foregoing provisions of
ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by
reason of such a plan's investment in such entity (each, a "Plan") unless (A) in
the case of a Certificate other than a Residual Certificate, a Class Z-I
Certificate, a Class Z-II Certificate or a Class Z-III Certificate the
transferee is an insurance company general account which is eligible for, and
satisfies all the requirements of, exemptive relief under Sections I and III of
Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60")
or (B) in the case of a Certificate other than an ERISA Restricted Certificate,
a Residual Certificate, a Class Z-I Certificate, a Class Z-II Certificate or a
Class Z-III Certificate, the transferee (1) qualifies as an accredited investor
as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2)
satisfies all the requirements of the Exemptions as in effect at the time of
such transfer. Each Person who acquires a Certificate in Definitive Certificate
form shall be required to certify in writing in the form attached as Exhibit H
hereto that it meets the foregoing conditions and that it will not transfer such
Certificate in violation of the foregoing, and each Person who acquires a
Certificate in Book-Entry Certificate form shall be deemed to have represented
that the foregoing conditions are satisfied and that it will not transfer such
Certificate in violation of the foregoing.

            (d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Paying Agent under clause (ii)(A) below
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Certificate Registrar under clause (ii)(B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such sale. The
rights of each Person acquiring any Ownership Interest in a Residual Certificate
are expressly subject to the following provisions:

                  (1) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall be a Permitted Transferee and shall
            promptly notify the Master Servicer, the Paying Agent and the
            Certificate Registrar of any change or impending change in its
            status as a Permitted Transferee.

                  (2) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and shall not register the Transfer of any
            Residual Certificate until its receipt of an affidavit and agreement
            substantially in the form attached hereto as Exhibit I-1 (a
            "Transfer Affidavit and Agreement"), from the proposed Transferee,
            in form and substance satisfactory to the Certificate Registrar, and
            upon which the Certificate Registrar may, in the absence of actual
            knowledge by a Responsible Officer of either the Trustee or the
            Certificate Registrar to the contrary, conclusively rely,
            representing and warranting, among other things, that such
            Transferee is a Permitted Transferee; that it is not acquiring its
            Ownership Interest in the Residual Certificate that is the subject
            of the proposed Transfer as a nominee, trustee or agent for any
            Person that is not a Permitted Transferee; that for so long as it
            retains its Ownership Interest in a Residual Certificate, it will
            endeavor to remain a Permitted Transferee; that it has historically
            paid its debts as they have come due, intends to pay its debts as
            they come due in the future and intends to pay all taxes associated
            with the Residual Certificate as they come due; and that it has
            reviewed the provisions of this Section 5.02(d) and agrees to be
            bound by them.

                  (3) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of the Certificate Registrar has actual
            knowledge that the proposed Transferee is not a Permitted
            Transferee, no Transfer of an Ownership Interest in a Residual
            Certificate to such proposed Transferee shall be effected.

                  (4) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit and Agreement from any prospective Transferee to whom such
            Person attempts to transfer its Ownership Interest in such Residual
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a certificate substantially in the form attached hereto as Exhibit
            I-2 stating that, among other things, it has no actual knowledge
            that such prospective Transferee is not a Permitted Transferee.

                  (5) Each Person holding or acquiring an Ownership Interest in
            a Residual Certificate, by purchasing an Ownership Interest in such
            Certificate, agrees to give the Master Servicer and the Trustee
            written notice that it is a "pass-through interest holder" within
            the meaning of temporary Treasury regulation Section
            1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
            in a Residual Certificate, if it is, or is holding an Ownership
            Interest in a Residual Certificate on behalf of, a "pass-through
            interest holder."

            (ii) (A) If any purported Transferee shall become a Holder of a
      Residual Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Residual Certificate that
      was in compliance with the provisions of this Section 5.02(d) shall be
      restored, to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. None of the Trustee, the Master Servicer or the Certificate
      Registrar shall be under any liability to any Person for any registration
      of Transfer of a Residual Certificate that is in fact not permitted by
      this Section 5.02(d) or for making any payments due on such Certificate to
      the Holder thereof or for taking any other action with respect to such
      Holder under the provisions of this Agreement.

                        (B) If any purported Transferee shall become a Holder of
                  a Residual Certificate in violation of the restrictions in
                  this Section 5.02(d), then, to the extent that the retroactive
                  restoration of the rights of the preceding Holder of such
                  Residual Certificate as described in clause (ii)(A) above
                  shall be invalid, illegal or unenforceable, the Certificate
                  Registrar shall have the right, without notice to the Holder
                  or any prior Holder of such Residual Certificate, to cause the
                  transfer of such Residual Certificate to a Permitted
                  Transferee on such terms as the Certificate Registrar may
                  choose. Such purported Transferee shall promptly endorse and
                  deliver such Residual Certificate in accordance with the
                  instructions of the Certificate Registrar. Such Permitted
                  Transferee may be the Certificate Registrar itself or any
                  Affiliate of the Certificate Registrar. Any proceeds of such
                  sale, net of the commissions (which may include commissions
                  payable to the Certificate Registrar or its Affiliates),
                  expenses and taxes due, if any, will be remitted by the Paying
                  Agent to such purported Transferee. The terms and conditions
                  of any sale under this clause (ii)(B) shall be determined in
                  the sole discretion of the Certificate Registrar, and the
                  Certificate Registrar shall not be liable to any Person having
                  an Ownership Interest in a Residual Certificate as a result of
                  its exercise of such discretion.

            (iii) The Certificate Registrar shall make available to the Internal
      Revenue Service and to those Persons specified by the REMIC Provisions any
      information available to it which is necessary to compute any tax imposed
      as a result of the Transfer of an Ownership Interest in a Residual
      Certificate to any Person who is a Disqualified Organization or agent
      thereof, including the information described in Treasury Regulations
      Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
      inclusions" of such Residual Certificate, and the Master Servicer and the
      Special Servicer shall furnish to the Certificate Registrar all
      information in its possession necessary for the Certificate Registrar to
      discharge such obligation. The transferor of such Ownership Interest shall
      be responsible for the reasonable compensation of the Certificate
      Registrar, the Master Servicer and the Special Servicer for providing such
      information.

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated; provided that there
      shall have been delivered to the Certificate Registrar and the Master
      Servicer the following:

                  (1) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not cause such Rating Agency to qualify, downgrade
            or withdraw its then-current rating of any Class of Certificates;
            and

                  (2) an Opinion of Counsel, in form and substance satisfactory
            to the Certificate Registrar and the Master Servicer, obtained at
            the expense of the party seeking such modification of, addition to
            or elimination of such provisions (but in no event at the expense of
            the Trust Fund), to the effect that doing so will not cause either
            REMIC I or REMIC II to (x) cease to qualify as a REMIC or (y) be
            subject to an entity-level tax caused by the Transfer of any
            Residual Certificate to a Person which is not a Permitted
            Transferee, or cause a Person other than the prospective Transferee
            to be subject to a REMIC-related tax caused by the Transfer of a
            Residual Certificate to a Person that is not a Permitted Transferee.

            (e) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class of a like aggregate Percentage Interest.

            (f) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.

            (g) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (h) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

            (i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            (j) Upon request, the Certificate Registrar shall provide to the
Master Servicer, the Special Servicer and the Depositor notice of each transfer
of a Certificate and shall provide to each such Person with an updated copy of
the Certificate Register.

            (k) Each Person who has or who acquires any Ownership Interest in a
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of the Intercreditor
Agreements affecting such Certificate.

            Section 5.03 Book-Entry Certificates.

            (a) Each Class of Regular Certificates shall initially be issued as
one or more Certificates registered in the name of the Depository or its nominee
and, except as provided in Section 5.03(c) below, transfer of such Certificates
may not be registered by the Certificate Registrar unless such transfer is to a
successor Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.03(c) below, shall not be entitled to definitive, fully
registered Certificates ("Definitive Certificates") in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.

            (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, at the Depositor's expense, and the Authenticating
Agent shall authenticate and deliver, the Definitive Certificates in respect of
such Class to the Certificate Owners identified in such instructions. The
Depositor shall provide the Certificate Registrar with an adequate inventory of
Definitive Certificates. None of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of any Class of Registered
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

            (d) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the transfer of ownership interests in any
Certificate (including but not limited to any Non-Registered Certificate, any
Subordinated Certificate and any Class Z Certificate) which interests are
transferable through the book-entry facilities of the Depository.

            Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee and the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of the same Class and like Percentage Interest. Upon the
issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            Section 5.05 Persons Deemed Owners.

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as of the related Record Date as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01 and may treat the person whose name each Certificate is registered as of
the date of determination as the owner of such Certificate for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                                   ARTICLE VI

                 THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL
                SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

            Section 6.01 Liability of Depositor, Master Servicer and Special
Servicer.

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

            Section 6.02 Merger, Consolidation or Conversion of Depositor or
Master Servicer or Special Servicer.

            Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a corporation, national banking association or
corporation, respectively, under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation, national banking
association or foreign corporation, respectively, in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement, and the Master
Servicer shall keep in full effect its existence and rights as a national
banking association under the laws of the United States.

            The Depositor, the Master Servicer or the Special Servicer may be
merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing)
to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business (which may
be limited to the commercial loan servicing business) of the Depositor, the
Master Servicer or the Special Servicer, shall be the successor of the
Depositor, the Master Servicer or the Special Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i)
as evidenced in writing by the Rating Agencies, such succession will not result
in qualification, downgrading or withdrawal of the ratings then assigned by the
Rating Agencies to any Class of Certificates and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.

            Section 6.03 Limitation on Liability of Depositor, Master Servicer
and Special Servicer.

            None of the Depositor, the Master Servicer or the Special Servicer,
or any director, officer, employee or agent of any of them, shall be under any
liability to the Trust Fund, the Trustee, the Certificateholders or the
Companion Holders for any action taken, or not taken, in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or the Special
Servicer against any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion Holders for the breach of a representation,
warranty or covenant made herein by such party, or against any expense or
liability specifically required to be borne by such party without right of
reimbursement pursuant to the terms hereof, or against any liability which would
otherwise be imposed by reason of misfeasance, bad faith or negligence in the
performance of obligations or duties hereunder. The Depositor, the Master
Servicer, the Special Servicer and any director, officer, employee or agent of
the Depositor, the Master Servicer or the Special Servicer may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Master Servicer, the Special Servicer and any director, member, manager,
officer, employee or agent of the Depositor, the Master Servicer or the Special
Servicer shall be indemnified and held harmless by the Trust Fund against any
loss, liability or reasonable expense incurred in connection with this Agreement
or the Certificates (including, without limitation, the distribution or posting
of reports or other information as contemplated by this Agreement), other than
any loss, liability or expense: (i) specifically required to be borne by such
party without right of reimbursement pursuant to the terms hereof (including
without limitation, those expenses set forth in Section 3.11(b) or Section
3.11(d) and the last sentence of the definition of Servicing Advances); (ii)
incurred in connection with any breach of a representation, warranty or covenant
made herein; or (iii) incurred by reason of willful misfeasance, bad faith or
negligence in the performance of, or negligent disregard of, obligations or
duties hereunder; provided, however, that if such losses and liabilities relate
solely to the Starrett-Lehigh Building Subordinate Loan, then such
indemnification shall be payable first from amounts in the Certificate Account
that relate to the Starrett-Lehigh Building Subordinate Loan and then from other
amounts in the Certificate Account. For the avoidance of doubt, such losses or
liabilities shall not be deemed to relate solely to the Starrett-Lehigh Building
Subordinate Loan for the sole reason that the related legal action was
instituted by, or at the direction of, the Starrett-Lehigh Building
Representative. None of the Depositor, the Master Servicer or the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is related to its respective duties under this
Agreement and, unless it is specifically required hereunder to bear the costs of
such legal action, in its opinion does not involve it in any ultimate expense or
liability; provided, however, that the Depositor, the Master Servicer or the
Special Servicer may in its discretion undertake any such action which it may
deem necessary or desirable with respect to the enforcement and/or protection of
the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor from the
Certificate Account as provided in Section 3.05(a). In no event shall the Master
Servicer or the Special Servicer be liable or responsible for any action taken
or omitted to be taken by the other of them or by the Depositor, the Trustee or
any Certificateholder, subject to the provisions of Section 8.05(b).

            Section 6.04 Resignation of Master Servicer and the Special
Servicer.

            The Master Servicer and, subject to Section 6.09, the Special
Servicer may resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 7.02 hereof. The Master Servicer and the Special
Servicer shall have the right to resign at any other time; provided that (i) a
willing successor thereto has been found by the Master Servicer or Special
Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing
that the successor's appointment will not result in a withdrawal, qualification
or downgrade of any rating or ratings assigned to any Class of Certificates,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation. Neither the Master Servicer nor the Special Servicer shall
be permitted to resign except as contemplated above in this Section 6.04.

            Consistent with the foregoing, neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person, or,
except as provided in Sections 3.22 and 4.06, delegate to or subcontract with,
or authorize or appoint any other Person to perform any of the duties, covenants
or obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer or the Special Servicer are
transferred to a successor thereto, the Master Servicing Fee or the Special
Servicing Fee, as the case may be, that accrues pursuant hereto from and after
the date of such transfer shall be payable to such successor.

            Section 6.05 Rights of Depositor and Trustee in Respect of Master
Servicer and the Special Servicer.

            The Master Servicer and the Special Servicer shall each afford the
Depositor, the Underwriters and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder and access to officers thereof responsible for
such obligations. Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor, the Underwriters and the Trustee with
its most recent publicly available financial statements and such other
information as it possesses, and which it is not prohibited by applicable law or
contract from disclosing, regarding its business, affairs, property and
condition, financial or otherwise, except to the extent such information
constitutes proprietary information or is subject to a privilege under
applicable law. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer and the Special Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or Special Servicer hereunder or exercise the
rights of the Master Servicer and the Special Servicer hereunder; provided,
however, that neither the Master Servicer nor the Special Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee; provided, further, that the Depositor may
exercise any right pursuant to Section 7.01 to terminate the Master Servicer or
the Special Servicer as a party to this Agreement. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

            Section 6.06 Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.

            The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.

            Section 6.07 Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.

            The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.

            Section 6.08 Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer.

            The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.

            Section 6.09 Designation of Special Servicer by the Controlling
Class and Controlling Holders.

            The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class may at any time and from
time to time designate a Person meeting the requirements set forth in Section
6.04 (including, without limitation, Rating Agency confirmation) to serve as
Special Servicer hereunder and to replace any existing Special Servicer with
respect to any Mortgage Loan or any Special Servicer that has resigned or
otherwise ceased to serve as Special Servicer with respect to any Mortgage Loan;
provided that such Holder or Holders shall pay all costs related to the transfer
of servicing if the Special Servicer is replaced other than due to an Event of
Default. Such Holder or Holders may also select a Controlling Class
Representative that may advise and direct the Special Servicer and whose
approval is required for certain actions, as described herein. Such Holder or
Holders shall so designate a Person to serve as replacement Special Servicer
with respect to the related Mortgage Loan by the delivery to the Trustee, the
Master Servicer and the existing Special Servicer of a written notice stating
such designation. The Trustee shall, promptly after receiving any such notice,
deliver to the Rating Agencies an executed Notice and Acknowledgment in the form
attached hereto as Exhibit J-1. If such Holders have not replaced the Special
Servicer within 30 days of such Special Servicer's resignation or the date such
Special Servicer has ceased to serve in such capacity, the Trustee shall
designate a successor Special Servicer meeting the requirements set forth in
Section 6.04. Any designated Person shall become the Special Servicer, subject
to satisfaction of the other conditions set forth below, on the date that the
Trustee shall have received written confirmation from all of the Rating Agencies
that the appointment of such Person will not result in the qualification,
downgrading or withdrawal of the rating or ratings assigned to one or more
Classes of the Certificates. The appointment of such designated Person as
Special Servicer shall also be subject to receipt by the Trustee of (1) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit J-2, executed by the designated Person, and (2) an Opinion of Counsel
(at the expense of the Person designated to become the Special Servicer) to the
effect that the designation of such Person to serve as Special Servicer is in
compliance with this Section 6.09 and all other applicable provisions of this
Agreement, that upon the execution and delivery of the Acknowledgment of
Proposed Special Servicer the designated Person shall be bound by the terms of
this Agreement and that this Agreement shall be enforceable against the
designated Person in accordance with its terms. Any existing Special Servicer
shall be deemed to have resigned simultaneously with such designated Person's
becoming the Special Servicer hereunder; provided, however, that the resigning
Special Servicer shall continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the effective date of such
resignation (including Workout Fees earned on Specially Serviced Mortgage Loans
which became Corrected Mortgage Loans prior to its resignation), and it shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
resignation. Such resigning Special Servicer shall cooperate with the Trustee
and the replacement Special Servicer in effecting the termination of the
resigning Special Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer within two Business Days to the replacement
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to the Certificate
Account or the REO Account or delivered to the Master Servicer or that are
thereafter received with respect to Specially Serviced Mortgage Loans and REO
Properties.

            Notwithstanding the foregoing, (i) so long as no 11 Madison Avenue
Control Appraisal Period exists, the 11 Madison Avenue Controlling Holder shall
have the right to appoint, approve and/or remove the Special Servicer with
respect to the 11 Madison Avenue Loan as set forth in the 11 Madison Avenue
Intercreditor Agreement, in each case subject to any conditions or restrictions
described in or incorporated by reference into such section and the Controlling
Class shall not have the right to replace such Special Servicer as described
above, and (ii) so long as no Starrett-Lehigh Building Control Appraisal Period
exists, the Starrett-Lehigh Building Representative shall have the right to
appoint, approve and/or remove the Special Servicer with respect to the
Starrett-Lehigh Building Loan as set forth in the Starrett-Lehigh Building
Intercreditor Agreement, in each case subject to any conditions or restrictions
described in or incorporated by reference into such section and the Controlling
Class shall not have the right to replace such Special Servicer as described
above.

            Section 6.10 Master Servicer or Special Servicer as Owner of a
Certificate.

            The Master Servicer or an Affiliate of the Master Servicer or any
Special Servicer or an Affiliate of any Special Servicer may become the Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time during
which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the
Master Servicer or the Special Servicer proposes to take action (including for
this purpose, omitting to take action) that (i) is not expressly prohibited by
the terms hereof and would not, in the Master Servicer's or the Special
Servicer's good faith judgment, violate the Servicing Standard, and (ii) if
taken, might nonetheless, in the Master Servicer's or the Special Servicer's
reasonable, good faith judgment, be considered by other Persons to violate the
Servicing Standard, then the Master Servicer or the Special Servicer may (but
need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates) shall have failed to object in writing to
the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice within thirty (30)
days, such action shall be deemed to comply with, but not modify, the Servicing
Standard. The Trustee shall be entitled to reimbursement from the Master
Servicer or the Special Servicer, as applicable, for the reasonable expenses of
the Trustee incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual
circumstances.

            Section 6.11 The Controlling Class Representative.

            (a) Subject to Section 6.11(c) in the case of the 11 Madison Avenue
Loan, Section 6.11(d) in the case of the Starrett-Lehigh Building Loan and
Section 6.11(e) in the case of the Cedarbrook Apartments Loan, the Controlling
Class Representative will be entitled to advise the Special Servicer with
respect to the following actions of the Special Servicer, and notwithstanding
anything herein to the contrary except as necessary or advisable to avoid an
Adverse REMIC Event or the violation of the Servicing Standard and except as set
forth in, and in any event subject to, the second paragraph of this Section
6.11(a), the Special Servicer will not be permitted to take any of the following
actions as to which the Controlling Class Representative has objected in writing
within ten Business Days of being notified thereof, which notification with
respect to the action described in clause (vi) below shall be copied by the
Special Servicer to the Master Servicer (provided that, if such written
objection has not been received by the Special Servicer within such ten Business
Day period, then the Controlling Class Representative's approval will be deemed
to have been given):

            (i) any foreclosure upon or comparable conversion (which may include
      acquisitions of an REO Property) of the ownership of properties securing
      such of the Specially Serviced Mortgage Loans as come into and continue in
      default;

            (ii) any modification of a Money Term of a Mortgage Loan other than
      a modification consisting of the extension of the maturity date of a
      Mortgage Loan for one year or less);

            (iii) any proposed sale of an REO Property (other than in connection
      with the termination of the Trust Fund or pursuant to Section 3.18);

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at an REO Property;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan unless required by the underlying loan documents;

            (vi) any waiver of a "due-on-sale" clause or "due-on-encumbrance"
      clause;

            (vii) any acceptance of an assumption agreement releasing a borrower
      from liability under a Mortgage Loan;

            (viii) with respect to the Starrett-Lehigh Building Whole Loan, any
      acceptance of a discounted payoff;

            (ix) with respect to the Starrett-Lehigh Building Whole Loan, any
      renewal or replacement of the then existing insurance policies to the
      extent that such renewal or replacement policy does not comply with the
      terms of the mortgage loan documents or any waiver, modification or
      amendment of any insurance requirements under the related mortgage loan
      documents;

            (x) with respect to the Starrett-Lehigh Building Whole Loan, any
      approval of a material capital expenditure;

            (xi) with respect to the Starrett-Lehigh Building Whole Loan, any
      replacement of the property manager; and

            (xii) with respect to the Starrett-Lehigh Building Whole Loan, any
      adoption or approval of a plan in bankruptcy of the related Mortgagor.

            In addition, the Controlling Class Representative may direct the
Special Servicer to take, or to refrain from taking, such other actions as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made in this Agreement; provided that, notwithstanding anything herein
to the contrary no such direction, and no objection contemplated by the
preceding paragraph, may require or cause the Special Servicer to violate any
applicable law, any provision of this Agreement or the REMIC Provisions (and the
Special Servicer shall disregard any such direction or objection), including
without limitation the Special Servicer's obligation to act in accordance with
the Servicing Standard, or expose the Master Servicer, the Special Servicer, the
Trust Fund or the Trustee or their respective Affiliates, officers, directors,
employees or agents to any claim, suit or liability, or materially expand the
scope of the Special Servicer or the Special Servicer's responsibilities
hereunder or cause the Special Servicer to act, or fail to act, in a manner
which in the reasonable judgment of the Special Servicer is not in the best
interests of the Certificateholders. For the avoidance of doubt, the Master
Servicer and/or the Special Servicer will disregard any direction or objection
of any party (including without limitation of the Controlling Class
Representative, Starrett-Lehigh Building Representative or a Companion Holder)
if such direction and or objection causes the Master Servicer or the Special
Servicer to violate the Servicing Standard, any applicable law, any provision of
this Agreement or the REMIC Provisions or expose the Master Servicer, the
Special Servicer, the Trust Fund, the Paying Agent or the Trustee or their
respective Affiliates, officers, directors employees or agents to any claim suit
or liability, or materially expand the scope of the Master Servicer's or Special
Servicer's responsibility hereunder or cause the Master Servicer or the Special
Servicer to act, or fail to act, in a manner which in the reasonable judgment of
the Master Servicer or the Special Servicer is not in the best interest of the
Certificateholders, or the holders of the Companion Loan and consistent with the
Servicing Standard.

            (b) Neither the Controlling Class Representative nor the
Starrett-Lehigh Building Representative will have any liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that neither the Controlling Class Representative nor the
Starrett-Lehigh Building Representative will be protected against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that none of the Controlling Class,
the Controlling Class Representative, any holder of a Companion Loan, the Holder
of the Class SL Certificates and/or the Starrett-Lehigh Building Representative
may take actions that favor the interests of one or more Classes of the
Certificates over other Classes of the Certificates, and that the Controlling
Class, the Controlling Class Representative, any holder of a Companion Loan, the
Holder of the Class SL Certificates and/or the Starrett-Lehigh Building
Representative may have special relationships and interests that conflict with
those of Holders of some Classes of the Certificates, that the Controlling
Class, the Controlling Class Representative, any holder of a Companion Loan, the
Holder of the Class SL Certificates and/or the Starrett-Lehigh Building
Representative may act solely in the interests of the Holders of the Controlling
Class, the Controlling Class Representative, any holder of a Companion Loan, the
Holder of the Class SL Certificates and/or the Starrett-Lehigh Building
Representative do not have any duties to the Holders of any Class of
Certificates other than the Controlling Class or itself, as the case may be,
that the Controlling Class, the Controlling Class Representative, any holder of
a Companion Loan, the Holder of the Class SL Certificates and/or the
Starrett-Lehigh Building Representative shall not be deemed to have been
negligent or reckless, or to have acted in bad faith or engaged in willful
misfeasance, by reason of its having acted solely in the interests of the
Holders of the Controlling Class or itself, as the case may be, and that the
Controlling Class, the Controlling Class Representative, any holder of a
Companion Loan, the Holder of the Class SL Certificates and/or the
Starrett-Lehigh Building Representative shall have no liability whatsoever for
having so acted, and no Certificateholder may take any action whatsoever against
the Controlling Class, the Controlling Class Representative, any holder of a
Companion Loan, the Holder of the Class SL Certificates and/or the
Starrett-Lehigh Building Representative or any director, officer, employee,
agent or principal thereof for having so acted.

            (c) Notwithstanding anything contained in this Agreement and subject
to the 11 Madison Avenue Intercreditor Agreement, with respect to actions to be
taken related to the 11 Madison Avenue Whole Loan, if an 11 Madison Avenue
Control Appraisal Period shall not have occurred and be continuing, then (A) the
Controlling Class Representative shall not be authorized to exercise any of its
rights of consent or direction as set forth in Section 6.11(a) with respect to
the 11 Madison Avenue Whole Loan, (B) the Special Servicer shall be required (i)
to consult with the 11 Madison Avenue Controlling Holder (or the operating
advisor appointed thereby) in connection with (A) any adoption or implementation
of a business plan (including without limitation, any operating expense budget
or capital expense budget) submitted by the Mortgagor with respect to the
Mortgaged Property; (B) the execution or renewal of any lease (if a lender
approval is provided for in the applicable loan documents); (C) the release of
any escrow held in conjunction with the 11 Madison Avenue Loan to the Mortgagor
not expressly required by the terms of the loan documents (as defined under the
11 Madison Avenue Loan) or under applicable law; (D) alterations on the
Mortgaged Property if approval by the lender is required by the loan documents;
(E) material change in any ancillary loan documents; or (F) the waiver of any
notice provisions related to prepayment; (ii) to consult with the 11 Madison
Avenue Controlling Holder (or operating advisor, as applicable) (A) upon the
occurrence of any event of default (whether or not cured by an 11 Madison Avenue
Companion Holder) with respect to the 11 Madison Avenue Loan and to consider
alternative actions recommended by the 11 Madison Avenue Controlling Holder (or
operating advisor, as applicable) (B) with respect to any determination that an
"O&M Operative Period" or a "Designated Lease Curtailment Period" (as such terms
are defined under the 11 Madison Avenue Loan) exists under the 11 Madison Avenue
Loan, and (C) at any time (whether or not an event of default has occurred) with
respect to proposals to take any significant action with respect to the 11
Madison Avenue Loan (including material modifications) or the related Mortgaged
Property and to consider alternative actions recommended by the 11 Madison
Avenue Controlling Holder (or operating advisor, as applicable) and (iii) prior
to taking any of the following actions, to notify in writing the 11 Madison
Avenue Controlling Holder (or operating advisor, as applicable) of any proposal
to take any of such actions (and to provide the 11 Madison Avenue Controlling
Holder with such information which is requested by the 11 Madison Avenue
Controlling Holder as may be necessary, in the reasonable judgment of the 11
Madison Avenue Controlling Holder, to make a judgment) and to receive the
written approval of the 11 Madison Avenue Controlling Holder (or operating
advisor, as applicable) (which approval may be given or withheld in such party's
sole discretion):

            (i) any modification or waiver of a monetary term of the 11 Madison
      Avenue Loan and any modification of, or waiver with respect to, the 11
      Madison Avenue Loan that would result in the extension of the maturity
      date or extended maturity date thereof, a reduction in the interest rate
      borne thereby or the monthly debt service payment or extension fee payable
      thereon or a deferral or a forgiveness of interest on or principal of the
      11 Madison Avenue Loan or a modification or waiver of any other monetary
      term of the 11 Madison Avenue Loan relating to the timing or amount of any
      payment of principal or interest (other than default interest) or any
      other material sums due and payable under the loan documents or a
      modification or waiver of any provision of the 11 Madison Avenue Loan
      which restricts the Mortgagor or its equity owners from incurring
      additional indebtedness, any consent to the placement of additional liens
      encumbering the related Mortgaged Property or the ownership interests in
      Mortgagor or to the incurring of additional indebtedness at any level or
      tier of ownership, or any modification or waiver with respect to the
      obligation to deposit or maintain reserves or escrows or to the amounts
      required to be deposited therein or any establishment of additional
      material reserves not expressly provided for in the loan documents on the
      date hereof;

            (ii) any modification of, or waiver with respect to, the 11 Madison
      Avenue Loan that would result in a discounted pay-off of the 11 Madison
      Avenue Loan;

            (iii) commencement or termination of any foreclosure upon or
      comparable conversion of the ownership of the related Mortgaged Property
      or any acquisition of the related Mortgaged Property by deed-in-lieu of
      foreclosure or otherwise;

            (iv) any sale of the related Mortgaged Property or any material
      portion thereof (other than pursuant to a purchase option contained in the
      11 Madison Avenue Intercreditor Agreement or in this Agreement) or,
      except, as specifically permitted in the loan documents, the transfer of
      any direct or indirect interest in Mortgagor or any sale of the 11 Madison
      Avenue Loan (other than pursuant to a purchase option contained in the 11
      Madison Avenue Intercreditor Agreement or in this Agreement);

            (v) any action to bring the related Mortgaged Property or REO
      Property into compliance with any laws relating to hazardous materials;

            (vi) any substitution or release of collateral for the 11 Madison
      Avenue Loan (other than in accordance with the terms of, or upon
      satisfaction of, the 11 Madison Avenue Loan);

            (vii) any release of the Mortgagor or any guarantor from liability
      with respect to the 11 Madison Avenue Loan;

            (viii) any substitution of the bank holding the "Central Account"
      under the 11 Madison Avenue Intercreditor Agreement, unless such bank
      agrees in writing (x) to comply with the terms of Section 3(b)(i)(E) of
      the 11 Madison Avenue Intercreditor Agreement and (y) to provide to 11
      Madison Avenue Companion Holder copies of the weekly reconciliation
      required to be prepared thereunder;

            (ix) any determination (x) not to enforce a "due-on-sale" or
      "due-on-encumbrance" clause (unless such clause is not exercisable under
      applicable law or such exercise is reasonably likely to result in
      successful legal action by the Mortgagor) or (y) to permit an assumption
      of the 11 Madison Avenue Loan;

            (x) any material changes to or waivers of any of the "Insurance
      Requirements" under the 11 Madison Avenue Intercreditor Agreement;

            (xi) any release of funds from the "Curtailment Reserve Escrow
      Account" (pursuant to Section 5.11 of the related Mortgage) or the
      "Designated Lease Reserve Escrow Account" (pursuant to Section 5.10 of the
      related Mortgage) for the application of same to the repayment of the 11
      Madison Avenue Loan; provided, however, that (x) the 11 Madison Avenue
      Controlling Holder (or operating advisor, as applicable) shall not have
      the right to consent to any such release after the occurrence of an event
      of default (unless the 11 Madison Avenue Companion Holder is continuously
      curing in accordance with the 11 Madison Avenue Intercreditor Agreement)
      and during the continuance thereof, and (y) the 11 Madison Avenue
      Controlling Holder (or operating advisor, as applicable) shall be required
      to consent to the release of such funds and the application of same to the
      repayment of the 11 Madison Avenue Loan, if the 11 Madison Avenue
      Controlling Holder (or operating advisor, as applicable) receives a letter
      from any single Rating Agency stating that the failure to release funds
      from the "Curtailment Reserve Sub-Account" (as defined under the 11
      Madison Avenue Loan) and to apply same to the repayment of the 11 Madison
      Avenue Loan will result in the downgrading, withdrawal or qualification of
      any class of the Certificates or any other securities issued in connection
      with a securitization;

            (xii) any determination to apply "Loss Proceeds" (as defined under
      the 11 Madison Avenue Intercreditor Agreement) to the payment of the 11
      Madison Avenue Loan and with respect to the approval of any architects,
      contractors, plans and specifications or certain other material approvals;

            (xiii) any incurrence of additional debt by the Mortgagor or any
      mezzanine financing by any beneficial owner of the Mortgagor; and

            (xiv) the voting on any plan of reorganization, restructuring or
      similar plan in the bankruptcy of the Mortgagor.

            (d) Notwithstanding anything in this Section 6.11 or anything
contained in this Agreement and subject to the Starrett-Lehigh Building
Intercreditor Agreement, with respect to actions to be taken related to the
Starrett-Lehigh Building Whole Loan, if a Starrett-Lehigh Building Control
Appraisal Period shall not have occurred and be continuing, then the
Starrett-Lehigh Building Representative and the Class SL Controlling Holder
shall have all of the rights and responsibilities of the Controlling Class
Representative and the Controlling Class herein as set forth in the
Starrett-Lehigh Building Intercreditor Agreement.

            (e) Notwithstanding anything in this Section 6.11 or anything
contained in this Agreement, but subject to the Servicing Standard and the REMIC
Provisions, with respect to the Cedarbrook Apartments Loan, the Master Servicer
or the Special Servicer, as applicable, shall comply with Section 16 of the
related Intercreditor Agreement with respect to any action to:

            (i) increase the interest rate or principal amount of the Cedarbrook
      Apartments Loan;

            (ii) increase in any other material respect any monetary obligations
      of the related Mortgagor under the Mortgage Loan documents;

            (iii) decrease, forgive, waive, release or defer the interest or the
      interest rate or principal amount of the related Companion Loan or
      forgive, waive, decrease, defer or release all or any portion of the
      related Companion Loan;

            (iv) shorten the scheduled maturity date of the Cedarbrook
      Apartments Loan;

            (v) increase the term of the related Companion Loan to a date
      occurring after the maturity date of the Cedarbrook Apartments Loan;

            (vi) accept a grant of any lien on or security interest in any
      collateral or property of the related Mortgagor or any other Person not
      originally granted under the related Mortgage Loan documents unless the
      same shall also secure the related Companion Loan;

            (vii) modify or amend the terms and provisions of any cash
      management agreement with respect to the manner, timing and method of the
      application of payments under the related Mortgage Loan documents;

            (viii) cross-default the Cedarbrook Apartments Loan with any other
      indebtedness;

            (ix) obtain any contingent interest, additional interest or
      so-called "kicker" measured on the basis of the cash flow or appreciation
      of the related Mortgaged Property;

            (x) release the lien of the Mortgage securing the related Companion
      Loan (except in connection with a payment in full of the Cedarbrook
      Apartments Loan and the related Companion Loan or with respect to a de
      minimis portion of the related Mortgaged Property as provided in the
      related Mortgage Loan documents);

            (xi) spread the lien of the related Mortgage to encumber additional
      real property unless the same shall also secure the Companion Loan; or

            (xii) extend the period during which voluntary prepayments are
      prohibited or impose any prepayment fee or premium or yield maintenance
      charge in connection with a prepayment of the Cedarbrook Apartments Loan
      when none is required at the time the Cedarbrook Apartments Loan is closed
      or after the current maturity date of the Cedarbrook Apartments Loan or
      increase the amount of such prepayment fee, premium or yield maintenance
      charge or otherwise modify any prepayment or defeasance provision in a
      manner materially adverse the related Companion Holder.

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to deposit into the
      Certificate Account, which failure, in the case of deposits and remittance
      to the Certificate Account, continues unremedied one Business Day after
      the date upon which such deposit was required to have been made hereunder,
      or to deposit into, or remit to the Paying Agent for deposit into, the
      Distribution Account or Class SL Distribution Account, any amount (other
      than a P&I Advance) required to be so deposited or remitted by it under
      this Agreement, which failure, in the case of deposits and remittances to
      the Distribution Account or Class SL Distribution Account, continues
      unremedied until 10:00 a.m., New York City time on the related
      Distribution Date; provided, however, that to the extent the Master
      Servicer does not timely make such remittances, the Master Servicer shall
      pay the Trustee for the account of the Trustee interest on any amount not
      timely remitted at the Prime Rate from and including the applicable
      required remittance date to but not including the date such remittance is
      actually made; or

            (ii) any failure by the Special Servicer to timely deposit into the
      REO Account or to timely deposit into, or to timely remit to the Master
      Servicer for deposit into, the Certificate Account, any amount required to
      be so deposited or remitted under this Agreement; or

            (iii) any failure by the Master Servicer to timely make any
      Servicing Advance required to be made by it hereunder, which Servicing
      Advance remains unmade for a period of five Business Days following the
      date on which notice shall have been given to the Master Servicer, as the
      case may be, by the Trustee as provided in Section 3.03(c); or

            (iv) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any other of
      the covenants or agreements on the part of the Master Servicer or the
      Special Servicer, as the case may be, contained in this Agreement which
      continues unremedied for a period of 30 days after the date on which
      written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer or the Special Servicer, as the
      case may be, by any other party hereto or the Master Servicer or the
      Special Servicer, as the case may be (with a copy to each other party
      hereto), by the Holders of Certificates entitled to at least 25% of the
      Voting Rights; provided, however, that with respect to any such failure
      which is not curable within such 30-day period, the Master Servicer or the
      Special Servicer, as the case may be, shall have an additional cure period
      of thirty (30) days to effect such cure so long as the Master Servicer or
      the Special Servicer, as the case may be, has commenced to cure such
      failure within the initial 30-day period and has provided the Trustee with
      an Officer's Certificate certifying that it has diligently pursued, and is
      continuing to pursue, a full cure; or

            (v) any breach on the part of the Master Servicer or the Special
      Servicer of any representation or warranty contained in this Agreement
      that materially and adversely affects the interests of any Class of
      Certificateholders and which continues unremedied for a period of 30 days
      after the date on which notice of such breach, requiring the same to be
      remedied, shall have been given to the Master Servicer or the Special
      Servicer, as the case may be, by any other party hereto or the Master
      Servicer or the Special Servicer, as the case may be (with a copy to each
      other party hereto), by the Holders of Certificates entitled to at least
      25% of the Voting Rights; provided, however, that with respect to any
      failure which is not curable within such 30-day period, the Master
      Servicer or the Special Servicer, as the case may be, shall have an
      additional cure period of thirty (30) days so long as the Master Servicer
      or the Special Servicer, as the case may be, has commenced to cure within
      the initial 30-day period and provided the Trustee with an Officer's
      Certificate certifying that it has diligently pursued, and is continuing
      to pursue, a full cure; or

            (vi) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Master Servicer or the Special Servicer and such decree or order shall
      have remained in force undischarged or unstayed for a period of sixty (60)
      days; or

            (vii) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to it or
      of or relating to all or substantially all of its property; or

            (viii) the Master Servicer or the Special Servicer shall admit in
      writing its inability to pay its debts generally as they become due, file
      a petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations, or take any
      corporate action in furtherance of the foregoing; or

            (ix) the consolidated net worth of the Master Servicer and of its
      direct or indirect parent, determined in accordance with generally
      accepted accounting principles, shall decline to less than $15,000,000; or

            (x) the Master Servicer or the Special Servicer receives actual
      knowledge that Moody's has (i) qualified, downgraded or withdrawn its
      rating or ratings of one or more Classes of Certificates, or (ii) placed
      one or more Classes of Certificates on "watch status" in contemplation of
      rating downgrade or withdrawal (and such "watch status" placement shall
      not have been withdrawn by Moody's within 60 days of the date that the
      Master Servicer or the Special Servicer obtained such actual knowledge)
      and, in the case of either of clauses (i) or (ii), citing servicing
      concerns with the Master Servicer or the Special Servicer, as applicable,
      as the sole or material factor in such rating action; or

            (xi) the Master Servicer or the Special Servicer, as the case may
      be, is removed from S&P's approved master servicer list or special
      servicer list, as the case may be, and such removal continues for a period
      of 60 days;

            (xii) the Master Servicer shall fail to remit to the Paying Agent
      for deposit into the Distribution Account or Class SL Distribution
      Account, on any P&I Advance Date, the full amount of P&I Advances required
      to be made on such date, which failure continues unremedied until 10:00
      a.m. New York City time on the next Business Day succeeding such P&I
      Advance Date; provided, however, that to the extent the Master Servicer
      does not timely make such remittances, the Master Servicer shall pay the
      Trustee for the account of the Trustee interest on any amount not timely
      remitted at the Prime Rate from and including the applicable required
      remittance date to but not including the date such remittance is actually
      made; or

            (xiii) the Special Servicer fails to be rated at least "CSS2" by
      Fitch, Inc.

            (b) If any Event of Default shall occur with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Depositor and/or the Trustee may, and at the written direction of the
Holders of Certificates entitled to at least 25% of the Voting Rights, the
Trustee shall, by notice in writing to the Defaulting Party (with a copy of such
notice to each other party hereto and the Rating Agencies), terminate all of the
rights and obligations (but not the liabilities for actions and omissions
occurring prior thereto) of the Defaulting Party under this Agreement and in and
to the Trust Fund, other than its rights as a Certificateholder hereunder.
Notwithstanding the foregoing, it is acknowledged and agreed that the Depositor
shall have no obligation to exercise any of the preceding rights and/or powers.
From and after the receipt by the Defaulting Party of such written notice of
termination, all authority and power of the Defaulting Party under this
Agreement, whether with respect to the Certificates (other than as a holder of
any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trustee pursuant to and under this Section, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
and at the expense of the Defaulting Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer and
the Special Servicer each agree that, if it is terminated pursuant to this
Section 7.01(b), it shall promptly (and in any event no later than ten Business
Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records, including those in electronic form, requested
thereby to enable the Trustee or a successor Master Servicer or Special Servicer
to assume the Master Servicer's or Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, (i) the
immediate transfer to the Trustee or a successor Master or Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer to the Certificate Account, the
Distribution Account, the Class SL Distribution Account, a Servicing Account or
a Reserve Account (if the Master Servicer is the Defaulting Party) or that are
thereafter received by or on behalf of it with respect to any Mortgage Loan or
(ii) the transfer within two Business Days to the Trustee or a successor Special
Servicer for administration by it of all cash amounts that shall at the time be
or should have been credited by the Special Servicer to the REO Account, the
Certificate Account, a Servicing Account or a Reserve Account or delivered to
the Master Servicer (if the Special Servicer is the Defaulting Party) or that
are thereafter received by or on behalf of it with respect to any Mortgage Loan
or REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances or
otherwise, and it shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination). Any cost or expenses in connection with
any actions to be taken by the Master Servicer, the Special Servicer or the
Trustee pursuant to this paragraph shall be borne by the Defaulting Party and if
not paid by the Defaulting Party within 90 days after the presentation of
reasonable documentation of such costs and expenses, such expense shall be
reimbursed by the Trust Fund; provided, however, that the Defaulting Party shall
not thereby be relieved of its liability for such expenses. If and to the extent
that the Defaulting Party has not reimbursed such costs and expenses, the
Trustee shall have an affirmative obligation to take all reasonable actions to
collect such expenses on behalf of and at the expense of the Trust Fund. For
purposes of this Section 7.01 and of Section 7.03(b), the Trustee shall not be
deemed to have knowledge of an event which constitutes, or which with the
passage of time or notice, or both, would constitute an Event of Default
described in clauses (i)-(viii) of subsection (a) above unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless notice of any
event which is in fact such an Event of Default is received by the Trustee and
such notice references the Certificates, the Trust Fund or this Agreement.

            (c) If the Master Servicer receives a notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(x) or
(xi) and if the terminated Master Servicer provides the Trustee with the
appropriate "request for proposal" materials within the five Business Days after
receipt of such termination notice, the Master Servicer shall continue to serve
as Master Servicer hereunder until a successor Master Servicer is selected in
accordance with this Section 7.01(c); provided the Trustee has requested the
Master Servicer to continue to serve as the Master Servicer during such period.
Upon receipt of the "request for proposal" materials, the Trustee shall promptly
thereafter (using such "request for proposal" materials provided by the
terminated Master Servicer) solicit good faith bids for the rights to master
service the Mortgage Loans under this Agreement from at least three (3) Persons
qualified to act as Master Servicer hereunder in accordance with Sections 6.02
and 7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3)
Qualified Bidders cannot be located, then from as many Persons as the Trustee
can determine are Qualified Bidders; provided that, at the Trustee's request,
the Master Servicer to be terminated pursuant to Section 7.01(b) shall supply
the Trustee with the names of Persons from whom to solicit such bids; provided,
further, that the Trustee shall not be responsible if less than three (3) or no
Qualified Bidders submit bids for the right to master service the Mortgage Loans
under this Agreement. The bid proposal shall require any Successful Bidder (as
defined below), as a condition of such bid, to enter into this Agreement as
successor Master Servicer, and to agree to be bound by the terms hereof, within
45 days after the notice of termination to the Master Servicer. The materials
provided to the Trustee shall provide for soliciting bids (i) on the basis of
such successor Master Servicer retaining all Sub-Servicers to continue the
primary servicing of the Mortgage Loans pursuant to the terms of the respective
Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement with the
terminated Master Servicer to service each of the Mortgage Loans not subject to
a Sub-Servicing Agreement at a servicing fee rate per annum equal to the Master
Servicing Fee Rate minus 2.0 basis points per Mortgage Loan serviced (each, a
"Servicing-Retained Bid") and (ii) on the basis of terminating each
Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in
accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder. The Trustee shall direct the
Successful Bidder to enter into this Agreement as successor Master Servicer
pursuant to the terms hereof (and, if the successful bid was a
Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the
terminated Master Servicer as contemplated above), no later than 45 days after
termination of the Master Servicer.

            Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
Master Servicer to be terminated pursuant to Section 7.01(b) the amount of such
cash bid received from the Successful Bidder (net of "out-of-pocket" expenses
incurred in connection with obtaining such bid and transferring servicing) and
(ii) if the successful bid was a Servicing-Released Bid, to the Master Servicer
and each terminated Sub-Servicer its respective Bid Allocation. In connection
with such remittance, the Trustee is entitled to be reimbursed by the Master
Servicer for the Trustee's "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing as contemplated by clause (i) of
this paragraph and by the definition of "Bid Allocation".

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within such 45-day period or no Successful Bidder was
identified within such 45-day period, the Master Servicer to be terminated
pursuant to Section 7.01(b) shall reimburse the Trustee for all reasonable
"out-of-pocket" expenses incurred by the Trustee in connection with such bid
process and the Trustee shall have no further obligations under this Section
7.01(c). The Trustee thereafter may act or may select a successor to act as
Master Servicer hereunder in accordance with Section 7.02.

            Section 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless a successor is appointed pursuant to
Section 6.04, be the successor in all respects to the Master Servicer or the
Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall have
all (and the former Master Servicer or the Special Servicer, as the case may be,
shall cease to have any) of the responsibilities, duties and liabilities (except
as provided in the next sentence) of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, without limitation,
if the Master Servicer is the resigning or terminated party, the Master
Servicer's obligation to make P&I Advances, the unmade P&I Advances that gave
rise to such Event of Default; provided that, if the Master Servicer is the
resigning or terminated party, and if after the Closing Date the Trustee is
prohibited by law or regulation from obligating itself to make P&I Advances (as
evidenced by an Opinion of Counsel delivered to the Depositor and the Rating
Agencies) the Trustee shall not be obligated to make such P&I Advances;
provided, further, that any failure to perform such duties or responsibilities
caused by the Master Servicer's or the Special Servicer's, as the case may be,
failure to provide information or monies required by Section 7.01 shall not be
considered a default by the Trustee hereunder. Notwithstanding anything contrary
in this Agreement, the Trustee shall in no event be held responsible or liable
with respect to any of the acts, omissions, representations and warranties of
the resigning or terminated party (other than the Trustee) or for any losses
incurred by such resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee shall be entitled to all fees
and other compensation which the resigning or terminated party would have been
entitled to if the resigning or terminated party had continued to act hereunder
(other than fees already earned, including, without limitation, Workout Fees).
Notwithstanding the above and subject to its obligations under Section 3.22(d)
and 7.01(b), the Trustee may, if it shall be unwilling in its sole discretion to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if it is unable to so act as either Master Servicer or Special Servicer,
as the case may be, or shall, if the Trustee is not approved as a master
servicer or a special servicer, as the case may be, by any of the Rating
Agencies or if the Holders of Certificates entitled to at least 51% of the
Voting Rights so request in writing to the Trustee, promptly appoint, subject to
the approval of each of the Rating Agencies (as evidenced by written
confirmation therefrom to the effect that the appointment of such institution
would not cause the qualification, downgrading or withdrawal of the then-current
rating on any Class of Certificates) or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
that meets the requirements of Section 6.02 (including, without limitation,
rating agency confirmation); provided, however, that in the case of a resigning
or terminated Special Servicer, such appointment shall be subject to the rights
of the Holders of Certificates evidencing a majority of the Voting Rights
allocated to the Controlling Class to designate a successor pursuant to Section
6.09. Except with respect to an appointment provided below, no appointment of a
successor to the Master Servicer or the Special Servicer hereunder shall be
effective until the assumption of the successor to such party of all its
responsibilities, duties and liabilities under this Agreement. Pending
appointment of a successor to the Master Servicer or the Special Servicer
hereunder, the Trustee shall act in such capacity as hereinabove provided.
Notwithstanding the above, the Trustee shall, if the Master Servicer is the
resigning or terminated party and the Trustee is prohibited by law or regulation
from making P&I Advances, promptly appoint any established mortgage loan
servicing institution that has a net worth of not less than $15,000,000 and is
otherwise acceptable to each Rating Agency (as evidenced by written confirmation
therefrom to the effect that the appointment of such institution would not cause
the qualification, downgrading or withdrawal of the then-current rating on any
Class of Certificates), as the successor to the Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer hereunder (including, without limitation, the obligation to
make P&I Advances), which appointment will become effective immediately. In
connection with any such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
resigning or terminated party hereunder. Such successor and the other parties
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

            Section 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has notice of the occurrence of such an event, the Trustee shall
transmit by mail to the Depositor and all Certificateholders and the Rating
Agencies notice of such occurrence, unless such default shall have been cured.

            Section 7.04 Waiver of Events of Default.

            The Holders representing at least 66 2/3% of the Voting Rights
allocated to the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clause (i), (ii) , (x) or (xiii) of Section 7.01(a) may be waived
only by all of the Certificateholders of the affected Classes. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
Voting Rights with respect to the matters described above.

            Section 7.05 Additional Remedies of Trustee Upon Event of Default.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). No remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default. Under no circumstances shall the rights provided to the Trustee
under this Section 7.05 be construed as a duty or obligation of the Trustee.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found not to
conform to the requirements of this Agreement in a material manner, the Trustee
shall take such action as it deems appropriate to have the instrument corrected.
The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor or the Master Servicer or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be personally liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts if it was required to do so;

            (iii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates entitled to at
      least 25% of the Voting Rights relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee or
      exercising any trust or power conferred upon the Trustee under this
      Agreement; and

            (iv) The protections, immunities and indemnities afforded to the
      Trustee hereunder shall also be available to the Paying Agent,
      Authenticating Agent, Certificate Registrar, REMIC Administrator and
      Custodian.

            Section 8.02 Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

            (a) the Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;

            (b) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance therewith;

            (c) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any investigation of
matters arising hereunder or, except as provided in Section 10.01 or 10.02, to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the Trustee
shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it; provided, however, that nothing
contained herein shall, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default which has not been cured, to exercise such of
the rights and powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

            (d) the Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

            (e) prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at least
25% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to taking any such action;

            (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the Trustee shall remain responsible for all
acts and omissions of such agents or attorneys within the scope of their
employment to the same extent as it is responsible for its own actions and
omissions hereunder;

            (g) the Trustee shall not be responsible for any act or omission of
the Master Servicer or the Special Servicer (unless the Trustee is acting as
Master Servicer or the Special Servicer) or the Depositor; and

            (h) neither the Trustee nor the Certificate Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any
restriction on transfer imposed under Article V under this Agreement or under
applicable law with respect to any transfer of any Certificate or any interest
therein, other than to require delivery of the certification(s) and/or Opinions
of Counsel described in said Article applicable with respect to changes in
registration of record ownership of Certificates in the Certificate Register and
to examine the same to determine substantial compliance with the express
requirements of this Agreement. The Trustee and Certificate Registrar shall have
no liability for transfers, including transfers made through the book entry
facilities of the Depository or between or among Depository Participants or
beneficial owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in connection
with changes in registration of record ownership in the Certificate Register.

            Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee in Article II, Section 8.15 and Section
8.16 and the signature of the Certificate Registrar and the Authenticating Agent
set forth on each outstanding Certificate, shall be taken as the statements of
the Depositor or the Master Servicer or the Special Servicer, as the case may
be, and the Trustee assumes no responsibility for their correctness. Except as
set forth in Section 8.15 and Section 8.16, the Trustee makes no representations
as to the validity or sufficiency of this Agreement or of any Certificate (other
than as to the signature of the Trustee set forth thereon) or of any Mortgage
Loan or related document. The Trustee shall not be accountable for the use or
application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from the Certificate Account or any
other account by or on behalf of the Depositor, the Master Servicer or the
Special Servicer unless the Trustee is acting as Paying Agent. The Trustee shall
not be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer, and accepted by the
Trustee in good faith, pursuant to this Agreement.

            Section 8.04 Trustee May Own Certificates.

            The Trustee or any agent of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Certificates with the same
rights (except as otherwise provided in the definition of "Certificateholder")
it would have if it were not the Trustee or such agent.

            Section 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee.

            (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account as provided in Section
3.05(b), prior to any distributions to be made therefrom on such date, and pay
to itself all earned but unpaid Trustee Fees, as compensation for all services
rendered by the Trustee in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties of the Trustee
hereunder at the Trustee Fee Rate. No Trustee Fee shall be payable with respect
to the Companion Loans. The Trustee Fee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee's sole compensation for such services to be
rendered by it.

            (b) The Trustee and any director, officer, employee, affiliate,
agent or "control" person within the meaning of the Securities Act of 1933 of
the Trustee shall be entitled to be indemnified for and held harmless by the
Trust Fund against any loss, liability or reasonable "out-of-pocket" expense
(including, without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement)
arising out of, or incurred in connection with this Agreement, the Mortgage
Loans or the Certificates or any act of the Master Servicer or the Special
Servicer taken on behalf of the Trustee as provided for herein; provided that
such expense is an "unanticipated expense incurred by the REMIC" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, further,
that neither the Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) any
liability specifically required to be borne thereby pursuant to the terms
hereof, or (2) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or by reason of its negligent disregard of
such obligations and duties, or as may arise from a breach of any
representation, warranty or covenant of the Trustee, as applicable, made herein.
The provisions of this Section 8.05(b) shall survive any resignation or removal
of the Trustee and appointment of a successor trustee.

            Section 8.06 Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be an association or a
corporation organized and doing business under the laws of the United States of
America or any State thereof or the District of Columbia, authorized under such
laws to exercise trust powers, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by a federal or state
banking authority. If such association or corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Trustee shall also be an entity
with a long term unsecured debt rating of at least "A+" by S&P and "Aa2" by
Moody's and a short-term unsecured debt rating of at least "A-1" by S&P or such
other rating that shall not result in the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the
Certificates by any Rating Agency as confirmed in writing. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07; provided that, if the Trustee shall cease to be so
eligible because its combined capital and surplus is no longer at least
$100,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw any
rating assigned thereby to any Class of Certificates, then upon the execution
and delivery of such agreement the Trustee shall not be required to resign, and
may continue in such capacity, for so long as none of the ratings assigned by
the Rating Agencies to the Certificates is qualified, downgraded or withdrawn
thereby. The corporation or association serving as Trustee may have normal
banking and trust relationships with the Depositor, the Master Servicer, the
Special Servicer and their respective Affiliates but, except to the extent
permitted or required by Section 7.02, shall not be an "Affiliate" (as such term
is defined in Section III of PTE 2000-58) of the Master Servicer, the Special
Servicer, any sub-servicer, the Underwriters, the Depositor, or any obligor with
respect to Mortgage Loans constituting more than 5.0% of the aggregate
authorized principal balance of the Mortgage Loans as of the date of the initial
issuances of the Certificates or any "Affiliate" (as such term is defined in
Section III of PTE 2000-58) of any such Person.

            Section 8.07 Resignation and Removal of Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer and to all Certificateholders at their
respective addresses set forth in the Certificate Register. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee meeting the requirements in Section 8.06 and acceptable to the Depositor
and the Rating Agencies by written instrument, in duplicate, which instrument
shall be delivered to the resigning Trustee and to the successor trustee. A copy
of such instrument shall be delivered to the Depositor, the Special Servicer and
the Certificateholders by the Master Servicer. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master Servicer, or if at any
time the Trustee shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee or Paying Agent (if different from the Trustee)
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the Trustee's reasonable control), to timely
deliver any report to be delivered by the Trustee pursuant to Section 4.02 and
such failure shall continue unremedied for a period of five days, or if the
Trustee or Paying Agent (if different from the Trustee) fails to make
distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the
Depositor may remove the Trustee and appoint a successor trustee if necessary,
acceptable to the Master Servicer and the Rating Agencies (as evidenced by
written confirmation therefrom to the effect that the appointment of such
institution would not cause the qualification, downgrading or withdrawal of the
then-current rating on any Class of Certificates) by written instrument, in
duplicate, which instrument shall be delivered to the Trustee so removed and to
the successor trustee. A copy of such instrument shall be delivered to the
Master Servicer, the Special Servicer and the Certificateholders by the
Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor
trustee, if necessary, by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set to the Trustee so removed and one complete set to the successor trustee so
appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the successor so
appointed. In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Mortgage Loans shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts (including,
without limitation, P&I Advances and accrued interest thereon) accrued or owing
to it under this Agreement, with respect to periods prior to the date of such
termination or removal and no termination without cause shall be effective until
the payment of such amounts to the Trustee).

            (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

            Section 8.08 Successor Trustee.

            (a) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a third-party Custodian, which Custodian shall become the
agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

            (b) No successor trustee shall accept appointment as provided in
this Section 8.08, unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 and the Rating Agencies
have provided confirmation pursuant to such Section.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor and the
Certificateholders.

            Section 8.09 Merger or Consolidation of Trustee.

            Any entity into which the Trustee may be merged or converted or with
which it may be consolidated or any entity resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any entity succeeding
to the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder; provided such entity shall be eligible under the provisions
of Section 8.06 and the Rating Agencies have provided confirmation pursuant to
such Section, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default in
respect of the Master Servicer shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            Section 8.11 Appointment of Custodians.

            The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan
Seller. Neither the Master Servicer nor the Special Servicer shall have any duty
to verify that any such Custodian is qualified to act as such in accordance with
the preceding sentence. Any such appointment of a third party Custodian and the
acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Custodian to comply with this Agreement in all material
respects and requires the Custodian to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent such
obligations arose prior to the date of assumption, obligations of the Custodian
under such agreement or alternatively, may terminate such agreement without
cause and without payment of any penalty or termination fee; and (iii) not
permit the Custodian any rights of indemnification that may be satisfied out of
assets of the Trust Fund. The appointment of one or more Custodians shall not
relieve the Trustee from any of its obligations hereunder, and the Trustee shall
remain responsible and liable for all acts and omissions of any Custodian. The
initial Custodian shall be the Trustee. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder (other than the Trustee) shall at all times maintain a fidelity bond
and errors and omissions policy in amounts customary for custodians performing
duties similar to those set forth in this Agreement.

            Section 8.12 Appointment of Authenticating Agents.

            (a) The Trustee may at the Trustee's expense appoint one or more
Authenticating Agents, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, in accordance with the
obligations and responsibilities herein. Each Authenticating Agent must be
organized and doing business under the laws of the United States of America or
of any State, authorized under such laws to do a trust business, have a combined
capital and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the Authenticating Agent. If Wells Fargo Bank, N.A. is
removed as Trustee, then Wells Fargo Bank, N.A. shall be terminated as
Authenticating Agent. If the Authenticating Agent (other than Wells Fargo Bank,
N.A.) resigns or is terminated, the Trustee shall appoint a successor
Authenticating Agent which may be the Trustee or an Affiliate thereof. In the
absence of any other Person appointed in accordance herewith acting as
Authenticating Agent, the Trustee hereby agrees to act in such capacity in
accordance with the terms hereof. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Authenticating Agent, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Authenticating Agent shall be construed to require that such
notice, information or documentation also be provided to the Trustee.

            (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            (c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.12, the Trustee may appoint a
successor Authenticating Agent, in which case the Trustee shall given written
notice of such appointment to the Master Servicer, the Certificate Registrar and
the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

            Section 8.13 Access to Certain Information.

            The Trustee shall afford to the Master Servicer, the Special
Servicer, each Rating Agency and the Depositor, any Certificateholder and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Mortgage Loans within its control that may be required to be
provided by this Agreement or by applicable law. Such access shall be afforded
without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Trustee designated by it. Upon request and
with the consent of the Depositor and at the cost of the requesting Party, the
Trustee shall provide copies of such documentation to the Depositor, any
Certificateholder and to the OTS, the FDIC and any other bank or insurance
regulatory authority that may exercise authority over any Certificateholder.

            Section 8.14 Appointment of REMIC Administrators.

            (a) The Trustee may appoint at the Trustee's expense, one or more
REMIC Administrators, which shall be authorized to act on behalf of the Trustee
in performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein.
The Trustee shall cause any such REMIC Administrator to execute and deliver to
the Trustee an instrument in which such REMIC Administrator shall agree to act
in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible and liable
for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Trustee and must be organized and doing business under
the laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. If Wells Fargo Bank, N.A. is removed as Trustee, then Wells Fargo Bank,
N.A. shall be terminated as REMIC Administrator.

            (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Trustee
or the REMIC Administrator.

            (c) Any REMIC Administrator may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Paying Agent, the Master Servicer, the Special
Servicer and the Depositor. The Trustee may at any time terminate the agency of
any REMIC Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall given written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the
provisions of this Section 8.14. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator
shall have responsibility or liability for any action taken by it as such at the
direction of the Trustee.

            Section 8.15 Representations, Warranties and Covenants of Trustee.

            The Trustee hereby represents and warrants to the Master Servicer,
the Special Servicer and the Depositor and for the benefit of the
Certificateholders, as of the Closing Date, that:

            (i) The Trustee is a national banking association duly organized,
      validly existing and in good standing under the laws of the United States.

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in a material breach
      of, any material agreement or other material instrument to which it is a
      party or by which it is bound.

            (iii) Except to the extent that the laws of certain jurisdictions in
      which any part of the Trust Fund may be located require that a co-trustee
      or separate trustee be appointed to act with respect to such property as
      contemplated by Section 8.10, the Trustee has the full power and authority
      to carry on its business as now being conducted and to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof (including with respect to any advancing
      obligations hereunder), subject to (A) applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws affecting the enforcement of
      creditors' rights generally and the rights of creditors of banks, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement.

            (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee that, if determined adversely to
      the Trustee, would prohibit the Trustee from entering into this Agreement
      or, in the Trustee's good faith and reasonable judgment, is likely to
      materially and adversely affect the ability of the Trustee to perform its
      obligations under this Agreement.

            (vii) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by the Trustee of or compliance by the Trustee with this
      Agreement or the consummation of the transactions contemplated by this
      Agreement has been obtained and is effective.

            Section 8.16 Appointment of Paying Agent.

            The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in an Eligible Account in
trust for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to the Certificateholders. All funds remitted by the Trustee or
the Master Servicer to any such Paying Agent for the purpose of making
distributions shall be paid to Certificateholders on each Distribution Date and
any amounts not so paid shall be returned on such Distribution Date to the
Trustee or the Master Servicer, as applicable. Any Paying Agent shall be either
a bank or trust company or otherwise authorized under law to exercise corporate
trust powers and shall have a short term debt rating of at least "A-1" and a
long term debt rating of at least "A+" by S&P or a rating of at least "A" (or
its equivalent) by Moody's, or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies. Any such
appointment of a third party Paying Agent and the acceptance thereof shall be
pursuant to a written agreement, which written agreement shall (i) be consistent
with this Agreement in all material respects and requires the Paying Agent to
comply with this Agreement in all material respects and requires the Paying
Agent to comply with all of the applicable conditions of this Agreement; (ii)
provide that if the Trustee shall for any reason no longer act in the capacity
of Trustee hereunder (including, without limitation, by reason of an Event of
Default), the successor trustee or its designee may (A) thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Paying Agent under such agreement or (B) terminate such
agreement without cause and without payment of any penalty or termination fee;
and (iii) not permit the Paying Agent any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of any Paying Agent
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible and liable for all acts and omissions of any
Paying Agent to the extent such Paying Agent would have been responsible
pursuant to the terms hereof. The initial Paying Agent shall be the Trustee.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Paying Agent, any provision or requirement herein requiring notice or any
information to be provided to the Paying Agent shall be construed to require
that such notice, information or documentation also be provided to the Trustee.
If the Trustee appoints a Paying Agent other than the Trustee, the Trustee shall
promptly notify the Master Servicer of such appointment and give to the Master
Servicer the Paying Agent's wiring instructions and notice address.

            Section 8.17 Reports to the Securities and Exchange Commission;
Available Information.

            (a) The Trustee, the Master Servicer and the Special Servicer shall
reasonably cooperate with the Depositor in connection with the Trust Fund's
satisfying the reporting requirements under the Exchange Act. The Trustee shall
prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar
securities as required by the Exchange Act and the Rules and Regulations of the
Commission thereunder, and the Trustee shall sign and file (via EDGAR) such
Forms on behalf of the Depositor, until directed in writing by the Depositor to
discontinue such filings. The Depositor hereby grants to the Trustee a limited
power of attorney to execute and file each such document on behalf of the
Depositor. Such power of attorney shall continue until the earlier of either (i)
receipt by the Trustee from the Depositor of written termination of such power
of attorney and (ii) the termination of the Trust Fund. Notwithstanding the
foregoing, in the event that the Commission does not accept a Certification
signed by the Depositor where the related Form 10-K is signed by the Trustee on
behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed
by the Depositor and the Depositor shall sign such form.

            (b) A Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, including a copy of the Distribution Date Statement for
such Distribution Date as an exhibit thereto. Prior to March 30th of each year
beginning in 2005 (or such earlier date as may be required by the Exchange Act
and the Rules and Regulations of the Commission), the Trustee shall file a Form
10-K, in substance as required by applicable law or applicable Commission
staff's interpretations. Such Form 10-K shall include as exhibits the Master
Servicer's and the Special Servicer's annual statement of compliance described
under Section 3.13 and the accountant's report described under Section 3.14, in
each case to the extent they have been timely delivered to the Trustee. If they
are not so timely delivered, the Trustee shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the Trustee. The Trustee shall have no liability with respect to
any failure to properly prepare or file such periodic reports resulting from or
relating to the Trustee's inability or failure to obtain any information not
resulting from its own negligence, willful misconduct or bad faith. The Form
10-K shall also include a certification in the form attached hereto as Exhibit Q
(the "Certification"), which shall, except as described below, be signed by the
senior officer of the Depositor in charge of securitization. Notwithstanding the
foregoing, if the Commission determines that the Certification may be executed
by multiple Persons, the Trustee shall sign the Certification, subject to the
succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1
through 3 thereof, the Master Servicer shall cause its respective senior
officers in charge of servicing to sign the Certification in respect of items 4
and 5 thereof to the extent such items relate to the duties and actions of the
Master Servicer, and the Special Servicer shall cause its respective senior
officers in charge of servicing to sign the Certification in respect of items 4
and 5 thereof to the extent such items relate to the duties and actions of the
Special Servicer, and the Trustee may rely on the Certification signed by the
Master Servicer and Special Servicer to the same extent as provided in Section
8.17(c) below. The Master Servicer may rely on the Certification signed by the
Special Servicer to the same extent as provided in Section 8.17(c) below.

            In the event the Commission determines that the Certification may be
executed by multiple Persons, and with respect to the Trustee's obligation in
the preceding paragraph to sign the Certification in respect of item 3, the
Trustee's obligation to sign such Certification shall be conditioned upon the
Trustee and the Depositor entering into an agreement with respect to the payment
of a reasonable additional fee for the reasonable costs and expenses necessary
for the Trustee to sign such Certification; provided that in no event shall such
fee exceed $15,000 annually. In the event that such agreement is not reached,
the Depositor may continue to sign the portion of the Certification which the
Trustee does not sign.

            Although it is the parties intent that compliance by the parties
with provisions of this Section 8.17 will constitute compliance with the review
and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the
"Section 302 Requirements") or other applicable law, or the interpretation
thereof by the Commission's staff (including the issuance of additional guidance
by such staff), if it is determined that additional or modified procedures are
required, or, similarly, to the extent that certain certifications or procedures
are not required, the parties hereto agree to negotiate in good faith to modify
the provisions of this Section 8.17 to comply with such change or additional
guidance. Notwithstanding any other provision herein, no consent of any
Certificateholder shall be required to make any such modification or amendment
to this Section 8.17 to make such changes as are described above. In addition,
in no event shall the provisions set forth in this Section 8.17(b) limit the
ability of, or impose an obligation on, the Trustee or the Master Servicer to
conduct additional investigations determined by it to be necessary or
appropriate (in accordance with the written advice of counsel) to comply with
the Section 302 Requirements.

            (c) In the event the Certification is to be signed by an officer of
the Depositor, the Trustee shall sign a certification (in the form attached
hereto as Exhibit R) for the benefit of the Depositor and its officers,
directors and Affiliates (provided, however, that the Trustee shall not
undertake an analysis of the accountant's report attached as an exhibit to the
Form 10-K), and the Master Servicer shall sign a certification (in the form
attached hereto as Exhibit S-1) for the benefit of the Depositor and its
officers, directors and Affiliates, and the Special Servicer shall sign a
certification (in the form attached hereto as Exhibit S-2) for the benefit of
the Depositor and the Master Servicer and their officers, directors and
Affiliates. Each such certification shall be delivered to the Depositor, the
Trustee and the Master Servicer, if applicable, by March 15th of each year (or
if not a Business Day, the immediately preceding Business Day). In addition,
with respect to each Pari Passu Companion Loan, on or before March 15th of each
year with respect to which a Form 10-K is filed by the trustee for the
commercial mortgage securitization through which such Pari Passu Companion Loan
has been securitized, the Master Servicer and the Special Servicer shall provide
to the Person who signs the Sarbanes-Oxley certification with respect to such
commercial mortgage securitization a certification substantially in the form
attached hereto as Exhibit S-1 and Exhibit S-2, respectively (which shall
address the matters contained in such form, but solely with respect to such Pari
Passu Companion Loan) on which such Person and such Person's partner,
representative, Affiliate, member, manager, director, officer, employee or agent
can rely. The Certification attached hereto as Exhibit P shall be delivered to
the Trustee for filing by March 20th of each year (or if not a Business Day, the
immediately preceding Business Day). In addition, (i) the Trustee shall
indemnify and hold harmless the Depositor and its officers, directors and
Affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach of the Trustee's obligations
under this Section 8.17 or the Trustee's negligence, bad faith or willful
misconduct in connection therewith, and (ii) the Master Servicer and Special
Servicer shall each severally and not jointly indemnify and hold harmless the
Depositor, the Trustee and, in the case of the Special Servicer, the Master
Servicer, and their respective officers, directors and Affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Master Servicer's or Special
Servicer's obligations of the Master Servicer or the Special Servicer, as the
case may be, under this Section 8.17 or the negligence, bad faith or willful
misconduct of the Master Servicer or the Special Servicer, as the case may be,
in connection therewith. If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee
agrees that it shall contribute to the amount paid or payable to the Depositor
as a result of the losses, claims, damages or liabilities of the Depositor in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Trustee on the other in connection with a breach of the
Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad
faith or willful misconduct in connection therewith, (ii) the Master Servicer
agrees that it shall contribute to the amount paid or payable by the Depositor
as a result of the losses, claims, damages or liabilities of the Depositor in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Master Servicer on the other in connection with a breach
of the Master Servicer's obligations under this Section 8.17 or the Master
Servicer's negligence, bad faith or willful misconduct in connection therewith
and (iii) the Special Servicer agrees that it shall contribute to the amount
paid or payable by the Depositor or the Master Servicer as a result of the
losses, claims, damages or liabilities of the Depositor or the Master Servicer
in such proportion as is appropriate to reflect the relative fault of the
Depositor or the Master Servicer on the one hand and the Special Servicer on the
other in connection with a breach of the Special Servicer's obligations under
this Section 8.17 or the Special Servicer's negligence, bad faith or willful
misconduct in connection therewith.

            (d) If the Trustee reasonably determines that it is required to file
any Servicer Report or any other servicing information with the Commission to
comply with the Sarbanes-Oxley Act, the Trustee may do so; provided that it has
either (i) provided the Depositor with written advice from a national reputable
counsel with an active commercial mortgage-backed securities practice reasonably
acceptable to the Depositor at least 10 Business Days prior to the first
occasion of such filing stating that the filing of any such Servicer Reports in
the filings described in Section 8.17(a) is required to comply with the Section
302 Requirements, or (ii) received the prior written consent not to be
unreasonably withheld of the Depositor to such filing.

            (e) Upon any filing with the Commission, the Trustee shall promptly
deliver to the Depositor, Master Servicer, each Rating Agency and Special
Servicer a copy of any such executed report, statement or information.

            (f) In performing its obligations under this Agreement, including
but not limited this Section 8.17, none of the Trustee or the Master Servicer,
on behalf of the Trust Fund, the Depositor or otherwise, shall be responsible or
liable for compliance with any reporting or filing requirement under any state
or federal securities laws, except to the extent such requirement is
specifically set forth in this Agreement.

            Section 8.18 Maintenance of Mortgage File.

            Except for the release of items in the Mortgage File contemplated by
this Agreement, including, without limitation, as necessary for the enforcement
of the holder's rights and remedies under the related Mortgage Loan, the Trustee
covenants and agrees that it shall maintain each Mortgage File in the State of
Minnesota, and that it shall not move any Mortgage File outside the State of
Minnesota, other than as specifically provided for in this Agreement, unless it
shall first obtain and provide, at the expense of the Trustee, an Opinion of
Counsel to the Depositor and the Rating Agencies to the effect that the
Trustee's first priority interest in the Mortgage Notes has been duly and fully
perfected under the applicable laws and regulations of such other jurisdiction.

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans.

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Paying Agent on behalf of the Trustee to provide for and make
payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) (i) to the Certificateholders of all amounts
held by or on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC
I at a price equal to (1) the aggregate Purchase Price of all the Mortgage Loans
included in REMIC I, plus (2) the appraised value of each REO Property, if any,
included in REMIC I, such appraisal to be conducted by an Independent Appraiser
selected by the Master Servicer and approved by the Trustee; provided that with
respect to each Pari Passu Mortgage Loan, if the related Mortgaged Property is
an REO Property, the purchase price shall only include the pro rata portion of
such appraised value with respect to such Pari Passu Mortgage Loan, based on the
outstanding principal balances of such Pari Passu Mortgage Loan and the related
Pari Passu Companion Loans, minus (3) if the purchaser is the Master Servicer,
the aggregate amount of unreimbursed Advances made by the Master Servicer,
together with any interest accrued and payable to the Master Servicer in respect
of unreimbursed Advances in accordance with Sections 3.03(d) and 4.03(d) and any
unpaid Master Servicing Fees remaining outstanding (which items shall be deemed
to have been paid or reimbursed to the Master Servicer in connection with such
purchase), and (B) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I,
and (ii) to the Trustee, the Master Servicer, the Special Servicer and the
officers, directors, employees and agents of each of them of all amounts which
may have become due and owing to any of them hereunder; provided, however, that
in no event shall the Trust Fund created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.

            The obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Companion Paying Agent shall terminate with respect to any Companion Loan to the
extent (i) its related Co-Lender Loan has been paid in full or is no longer part
of the Trust Fund and (ii) no amounts payable by the related Companion Holder to
or for the benefit of the Trust Fund or any party hereto in accordance with the
related Intercreditor Agreement remain due and owing.

            The Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I as contemplated by
clause (i) of the preceding paragraph by giving written notice to the other
parties hereto no later than 60 days prior to the anticipated date of purchase;
provided, however, that (i) the aggregate Stated Principal Balance of the
Mortgage Pool at the time of such election is less than 1.0% of the aggregate
Cut-Off Date Balances of the Mortgage Loans, and (ii) the Master Servicer shall
not have the right to effect such a purchase if, within 30 days following the
Master Servicer's delivery of a notice of election pursuant to this paragraph,
the Depositor, the Special Servicer or the Majority Subordinate
Certificateholder shall give notice of its election to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I and shall thereafter
effect such purchase in accordance with the terms hereof. The Master Servicer or
the Majority Subordinate Certificateholder shall not have the right to effect
such a purchase if, within 30 days following the Special Servicer's delivery of
a notice of election pursuant to this paragraph, the Special Servicer shall give
notice of its election to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I and shall thereafter effect such purchase in
accordance with the terms hereof. If the Trust Fund is to be terminated in
connection with the Master Servicer's, the Special Servicer's or the Majority
Subordinate Certificateholder's purchase of all of the Mortgage Loans and each
REO Property remaining in REMIC I, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder, as applicable, shall deliver to the
Paying Agent for deposit in the Distribution Account (and with respect to the
Starrett-Lehigh Building Subordinate Loan, the Class SL Distribution Account)
not later than the P&I Advance Date relating to the Distribution Date on which
the final distribution on the Certificates is to occur an amount in immediately
available funds equal to the above-described purchase price. In addition, the
Master Servicer shall transfer to the Distribution Account (and with respect to
the Starrett-Lehigh Building Subordinate Loan, the Class SL Distribution
Account) all amounts required to be transferred thereto on such P&I Advance Date
from the Certificate Account pursuant to the first paragraph of Section 3.04(b),
together with any other amounts on deposit in the Certificate Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposit has been made, the Trustee shall release or cause to be released to the
Master Servicer, the Special Servicer, the Majority Subordinate
Certificateholder, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder, as applicable, as shall be necessary to
effectuate transfer of the Mortgage Loans and REO Properties to the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder (or
their respective designees), as applicable. Any transfer of Mortgage Loans to
the Depositor pursuant to this paragraph shall be on a servicing-released basis.
For purposes of this Article IX, the purchase right held by the Special Servicer
shall be exercisable only by the Special Servicer that is responsible for the
special servicing of at least a majority, by principal balance, of the remaining
Mortgage Loans (other than the 11 Madison Avenue Loan).

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders mailed (a) if such notice is given in connection
with the Master Servicer's, the Special Servicer's or the Majority Subordinate
Certificateholder's purchase of the Mortgage Loans and each REO Property
remaining in REMIC I, not earlier than the 15th day and not later than the 25th
day of the month next preceding the month of the final distribution on the
Certificates or (b) otherwise during the month of such final distribution on or
before the Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Distribution Account or, with respect to the
Class SL Certificates, the Class SL Distribution Account, that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Distribution Account, or, with respect to the Class SL
Certificates, the Class SL Distribution Account, as of the final Distribution
Date, exclusive of any portion thereof that would be payable to any Person in
accordance with clauses (ii) through (vii) of Section 3.05(b), including any
portion thereof that represents Prepayment Premiums and Yield Maintenance
Charges, shall be (i) deemed distributed in respect of the REMIC I Regular
Interests and distributed to the Class R-I Certificates in accordance with
Section 4.01(i) distributed to the REMIC II Certificates in the order of
priority set forth in Section 4.01(a) and Section 4.01(b), in each case, to the
extent of remaining available funds.

            On or after the Final Distribution Date, upon presentation and
surrender of the Class Z-I Certificates, the Paying Agent shall distribute to
the Class Z-I Certificateholders any amount then on deposit in the Additional
Interest Account that was paid on a Wachovia Mortgage Loan (other than the
Starrett-Lehigh Building Subordinate Loan). On or after the Final Distribution
Date, upon presentation and surrender of the Class Z-II Certificates, the Paying
Agent shall distribute to the Class Z-II Certificateholders any amount then on
deposit in the Additional Interest Account that was paid on an Artesia Mortgage
Loan. On or after the Final Distribution Date, upon presentation and surrender
of the Class Z-III Certificates, the Paying Agent shall distribute to the Class
Z-III Certificateholders any amount then on deposit in the Additional Interest
Account that was paid on a Citigroup Mortgage Loan. On or after the Final
Distribution Date, the Paying Agent shall distribute to the Class SL
Certificateholders any amount then on deposit in the Additional Interest Account
that was paid on the Starrett-Lehigh Building Subordinate Loan.

            Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, and
shall deal with all such unclaimed amounts in accordance with applicable law.
The costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder.

            Section 9.02 Additional Termination Requirements.

            (a) If the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholders purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I as provided in Section 9.01, the Trust Fund (and,
accordingly, either REMIC I or REMIC II) shall be terminated in accordance with
the following additional requirements, unless the Person effecting the purchase
obtains at its own expense and delivers to the Trustee and, in the case of the
Depositor, to the Trustee and the Master Servicer, an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.02 will not
result in the imposition of taxes on "prohibited transactions" of either REMIC I
or REMIC II as defined in Section 860F of the Code or cause either REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to the final Tax Return for
      REMIC I and REMIC II pursuant to Treasury Regulations Section 1.860F-1;

            (ii) during such 90-day liquidation period and at or prior to the
      time of making of the final payment on the Certificates, the Trustee shall
      sell all of the assets of REMIC I to the Master Servicer, the Special
      Servicer or the Majority Subordinate Certificateholders, as applicable,
      for cash; and

            (iii) at the time of the making of the final payment on the
      Certificates, the Paying Agent shall distribute or credit, or cause to be
      distributed or credited, to the Certificateholders in accordance with
      Section 9.01 all cash on hand (other than cash retained to meet claims),
      and REMIC I and REMIC II shall terminate at that time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for
REMIC I and REMIC II, which authorization shall be binding upon all successor
Certificateholders.

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

            Section 10.01 REMIC Administration.

            (a) The REMIC Administrator shall elect to treat REMIC I and REMIC
II as a REMIC under the Code and, if necessary, under applicable state law. Each
such election will be made on Form 1066 or other appropriate federal or state
Tax Returns for the taxable year ending December 31, 2004, in the case of each
of REMIC I and REMIC II.

            (b) The REMIC I Regular Interests and the Regular Certificates
(other than with respect to the right of the Class SL Certificates to receive
Additional Interest) are hereby designated as "regular interests" (within the
meaning of Section 860G(a)(1) of the Code) in REMIC I and REMIC II,
respectively. The Class R-I Certificates are hereby designated as the single
class of "residual interests" (within the meaning of Section 860G(a)(2) of the
Code) in REMIC I, and the Class R-II Certificates are hereby designated as the
single class of "residual interests" (within the meaning of Section 860G(a)(2)
of the Code) in REMIC II. None of the Master Servicer, the Special Servicer or
the Trustee shall (to the extent within its control) permit the creation of any
other "interests" in either REMIC I or REMIC II (within the meaning of Treasury
regulation Section 1.860D-1(b)(1)).

            (c) The Closing Date is hereby designated as the "startup day" of
each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the
Code. The "latest possible maturity date" of REMIC I Regular Interests and the
Regular Certificates for purposes of the REMIC Provisions shall be the Rated
Final Distribution Date.

            (d) The related Plurality Residual Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
of REMIC I and REMIC II, and shall act on behalf of the related REMIC in
relation to any tax matter or controversy and shall represent the related REMIC
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority; provided that the REMIC Administrator is
hereby irrevocably appointed to act and shall act as agent and attorney-in-fact
for the Tax Matters Person for REMIC I and REMIC II in the performance of its
duties as such.

            (e) Except as otherwise provided in Section 3.17(a) and subsections
(h) and (i) below, the REMIC Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to either REMIC I and REMIC II (but not including any professional fees
or expenses related to audits or any administrative or judicial proceedings with
respect to the Trust Fund that involve the Internal Revenue Service or state tax
authorities, which extraordinary expenses shall be payable or reimbursable to
the Trustee from the Trust Fund unless otherwise provided in Section 10.01(g) or
10.01(h)).

            (f) Within 30 days after the Closing Date, the REMIC Administrator
shall obtain taxpayer identification numbers for REMIC I and REMIC II by
preparing and filing Internal Revenue Service Forms SS-4 and shall prepare and
file (if not previously prepared and filed) with the Internal Revenue Service
Form 8811, "Information Return for Real Estate Mortgage Investment Conduits
(REMIC) and Issuers of Collateralized Debt Obligations" for the Trust Fund. In
addition, the REMIC Administrator shall prepare, cause the Trustee to sign and
file all of the other Tax Returns in respect of each of REMIC I and REMIC II.
The expenses of preparing and filing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to REMIC I and REMIC II as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Article. Without limiting the generality of
the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, as to the valuations and issue prices of the
Certificates, and the REMIC Administrator's duty to perform its reporting and
other tax compliance obligations under this Article X shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the REMIC Administrator to perform such
obligations.

            (g) The REMIC Administrator shall perform on behalf of each of REMIC
I and REMIC II all reporting and other tax compliance duties that are the
responsibility of each such REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the Internal Revenue Service or, with respect to
State and Local Taxes, any state or local taxing authority. Included among such
duties, the REMIC Administrator shall provide to: (i) any Transferor of a
Residual Certificate or agent of a non-Permitted Transferee, such information as
is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including, without limitation, reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required hereunder); and (iii) the Internal Revenue
Service, the name, title, address and telephone number of the Person who will
serve as the representative of each of REMIC I and REMIC II.

            (h) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of each of REMIC I and REMIC II as a REMIC under the
REMIC Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer, or the Trustee shall
knowingly take (or cause either REMIC I or REMIC II to take) any action or fail
to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of either REMIC I or REMIC II as a REMIC, or (ii) except as provided in
Section 3.17(a), result in the imposition of a tax upon either REMIC I or REMIC
II (including, but not limited to, the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code or the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code (any such endangerment or imposition or,
except as provided in Section 3.17(a), imposition of a tax, an "Adverse REMIC
Event")), unless the REMIC Administrator has obtained or received an Opinion of
Counsel (at the expense of the party requesting such action or at the expense of
the Trust Fund if the REMIC Administrator seeks to take such action or to
refrain from acting for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse REMIC Event. The
REMIC Administrator shall not take any action or fail to take any action
(whether or not authorized hereunder) as to which the Master Servicer or the
Special Servicer has advised it in writing that either the Master Servicer or
the Special Servicer has received or obtained an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to either REMIC I or REMIC II,
or causing either REMIC I or REMIC II to take any action that is not expressly
permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the REMIC Administrator or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event to occur.
Neither the Master Servicer nor the Special Servicer shall take any such action
or cause either REMIC I or REMIC II to take any such action as to which the
REMIC Administrator has advised it in writing that an Adverse REMIC Event could
occur, and neither the Master Servicer nor the Special Servicer shall have any
liability hereunder for any action taken by it in accordance with the written
instructions of the REMIC Administrator. The REMIC Administrator may consult
with counsel to make such written advice, and the cost of same shall be borne by
the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the Trustee or the
REMIC Administrator. At all times as may be required by the Code, the REMIC
Administrator shall make reasonable efforts to ensure that substantially all of
the assets of each of REMIC I and REMIC II will consist of "qualified mortgages"
as defined in Section 860G(a)(3) of the Code and "permitted investments" as
defined in Section 860G(a)(5) of the Code.

            (i) If any tax is imposed on either REMIC I or REMIC II, including,
without limitation, "prohibited transactions" taxes as defined in Section
860F(a)(2) of the Code, any tax on "net income from foreclosure property" as
defined in Section 860G(c) of the Code, any taxes on contributions to either
REMIC I or REMIC II after the Startup Day pursuant to Section 860G(d) of the
Code, and any other tax imposed by the Code or any applicable provisions of
State or Local Tax laws (other than any tax permitted to be incurred by the
Special Servicer pursuant to Section 3.17(a)), such tax, together with all
incidental costs and expenses (including, without limitation, penalties and
reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Article X provided that no
liability shall be imposed upon the REMIC Administrator under this Clause if
another party has responsibility for payment of such tax under Clauses (iii) or
(v) of this Section; (ii) the Special Servicer, if such tax arises out of or
results from a breach by the Special Servicer of any of its obligations under
Article III or this Article X; (iii) the Master Servicer, if such tax arises out
of or results from a breach by the Master Servicer of any of its obligations
under Article III or this Article X; (iv) the Trustee if such tax arises out of
or results from a breach by the Trustee of any of its respective obligations
under Article IV, Article VIII or this Article X; (v) the applicable Mortgage
Loan Seller, if such tax was imposed due to the fact that any of the Mortgage
Loans did not, at the time of their transfer to REMIC I, as applicable,
constitute a "qualified mortgage" as defined in Section 860G(a)(3) of the Code;
or (vi) the Trust Fund, excluding the portion thereof constituting the Grantor
Trust, in all other instances. Any tax permitted to be incurred by the Special
Servicer pursuant to Section 3.17(a) shall be charged to and paid by the Trust
Fund. Any such amounts payable by the Trust Fund shall be paid by the Paying
Agent upon the written direction of the REMIC Administrator out of amounts on
deposit in (i) the Distribution Account in reduction of the Available
Distribution Amount pursuant to Section 3.05(b) or (ii) the Class SL
Distribution Account in reduction of the Class SL Available Distribution Amount
pursuant to Section 3.05(c).

            (j) The REMIC Administrator shall, for federal income tax purposes,
maintain books and records with respect to REMIC I and REMIC II on a calendar
year and on an accrual basis.

            (k) Following the Startup Day, none of the Trustee, the Master
Servicer or the Special Servicer shall accept any contributions of assets to
either REMIC I or REMIC II unless it shall have received an Opinion of Counsel
(at the expense of the party seeking to cause such contribution and in no event
at the expense of the Trust Fund or the Trustee) to the effect that the
inclusion of such assets in such REMIC will not cause: (i) such REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

            (l) None of the Trustee, the Master Servicer or the Special Servicer
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any of the Mortgage Loans (except in
connection with (A) the default or foreclosure of a Mortgage Loan, including,
but not limited to, the sale or other disposition of a Mortgaged Property
acquired by deed in lieu of foreclosure, (B) the bankruptcy of either REMIC I or
REMIC II, (C) the termination of either REMIC I and REMIC II pursuant to Article
IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or as
contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Certificate Account, the Distribution
Account, the Class SL Distribution Account or the REO Account for gain; or (iii)
the acquisition of any assets on behalf of either REMIC I or REMIC II (other
than (1) a Mortgaged Property acquired through foreclosure, deed in lieu of
foreclosure or otherwise in respect of a Defaulted Mortgage Loan, (2) a
Qualified Substitute Mortgage Loan pursuant to Article II hereof and (3)
Permitted Investments acquired in connection with the investment of funds in the
Certificate Account, the Distribution Account, the Class SL Distribution Account
or the REO Account); in any event unless it has received an Opinion of Counsel
(at the expense of the party seeking to cause such sale, disposition, or
acquisition but in no event at the expense of the Trust Fund or the Trustee) to
the effect that such sale, disposition, or acquisition will not cause: (x)
either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding; or (y) the imposition of any tax on either REMIC I
or REMIC II under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.

            (m) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which either REMIC I or REMIC II will receive a fee or other compensation for
services nor permit either REMIC I or REMIC II to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

            Section 10.02 Grantor Trust Administration.

            (a) The REMIC Administrator shall treat the Grantor Trust, for tax
return preparation purposes, as a grantor trust under the Code and shall treat
the Additional Interest, the Additional Interest Account and amounts held from
time to time in the Additional Interest Account that represent Additional
Interest as separate assets of the Grantor Trust, and not of either REMIC I or
REMIC II, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class
Z-I Certificates are hereby designated as representing an undivided beneficial
interest in Additional Interest payable on Wachovia Mortgage Loans (other than
the Starrett-Lehigh Building Subordinate Loan) and proceeds thereof. The Class
Z-II Certificates are hereby designated as representing an undivided beneficial
interest in Additional Interest payable on Artesia Mortgage Loans and proceeds
thereof. The Class Z-III Certificates are hereby designated as representing an
undivided beneficial interest in Additional Interest payable on the Citigroup
Mortgage Loans and proceeds thereof. The Class SL Certificates are hereby
designated as representing an undivided beneficial interest in Additional
Interest paid on the Starrett-Lehigh Building Subordinate Loan and proceeds
thereof.

            (b) The REMIC Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to the Grantor Trust (but not including any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect to
the Trust Fund that involve the Internal Revenue Service or state tax
authorities which extraordinary expenses shall be payable or reimbursable to the
REMIC Administrator from the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).

            (c) The REMIC Administrator shall prepare, cause the Trustee to sign
and file when due all of the Tax Returns in respect of the Grantor Trust. The
expenses of preparing and filing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to the Grantor Trust as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Section 10.02. Without limiting the
generality of the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, and the REMIC Administrator's duty to perform
its reporting and other tax compliance obligations under this Section 10.02
shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the REMIC
Administrator to perform such obligations.

            (d) The REMIC Administrator shall furnish or cause to be furnished
to the Class Z-I, Class Z-II and Class Z-III Certificateholders and the Class SL
Certificates on the cash or accrual method of accounting, as applicable, such
information as to their respective portions of the income and expenses of the
Grantor Trust at the time and in the manner required under the Code, and shall
perform on behalf of the Grantor Trust all reporting and other tax compliance
duties that are required in respect thereof under the Code, the Grantor Trust
Provisions or other compliance guidance issued by the Internal Revenue Service
or any state or local taxing authority.

            (e) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could endanger the status
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any
such endangerment of grantor trust status, an "Adverse Grantor Trust Event"),
unless the REMIC Administrator has obtained or received an Opinion of Counsel
(at the expense of the party requesting such action or at the expense of the
Trust Fund if the REMIC Administrator seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the REMIC Administrator
has advised it in writing that the REMIC Administrator has received or obtained
an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the REMIC
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer
nor the Special Servicer shall have any liability hereunder for any action taken
by it in accordance with the written instructions of the REMIC Administrator.
The REMIC Administrator may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the cost or expense of
the Trust Fund, the REMIC Administrator or the Trustee. Under no circumstances
may the REMIC Administrator vary the assets of the Grantor Trust so as to take
advantage of variations in the market so as to improve the rate of return of
Holders of the Class Z-I, Class Z-II and Class Z-III Certificates or the Class
SL Certificates.

            (f) If any tax is imposed on the Grantor Trust, such tax, together
with all incidental costs and expenses (including, without limitation, penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Section 10.02; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee if such tax arises out of or results from a
breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.02; or (v) the portion of the Trust Fund constituting the
Grantor Trust in all other instances.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders or Companion
Holders, (i) to cure any ambiguity, (ii) to correct, modify or supplement any
provision herein which may be inconsistent with any other provision herein,
(iii) to add any other provisions with respect to matters or questions arising
hereunder which shall not be inconsistent with the provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions if
the REMIC Provisions are amended or clarified such that any such requirement may
be relaxed or eliminated, or (v) if such amendment, as evidenced by an Opinion
of Counsel (at the expense of the Trust Fund, in the case of any amendment
requested by the Master Servicer or Special Servicer that protects or is in
furtherance of the interests of the Certificateholders, and otherwise at the
expense of the party seeking such amendment) delivered to the Master Servicer,
the Special Servicer and the Trustee, is advisable or reasonably necessary to
comply with any requirements imposed by the Code or any successor or amendatory
statute or any temporary or final regulation, revenue ruling, revenue procedure
or other written official announcement or interpretation relating to federal
income tax laws or any such proposed action which, if made effective, would
apply retroactively to either REMIC I or REMIC II created hereunder at least
from the effective date of such amendment, or would be necessary to avoid the
occurrence of a prohibited transaction or to reduce the incidence of any tax
that would arise from any actions taken with respect to the operation of any
such REMIC; provided that such action (except any amendment described in clause
(v) above) shall not, as evidenced by an Opinion of Counsel (at the expense of
the Trust Fund, in the case of any amendment requested by the Master Servicer or
Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and otherwise at the expense of the party seeking such
amendment) obtained by or delivered to the Master Servicer, the Special Servicer
and the Trustee, adversely affect in any material respect the interests of any
Certificateholder; provided, further, that the Master Servicer, the Special
Servicer and the Trustee shall have first obtained from each Rating Agency
written confirmation that such amendment will not result in the qualification,
downgrade or withdrawal of the rating on any Class of Certificates.

            (b) This Agreement may also be amended from time to time by the
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates entitled to at least 51%
of the Voting Rights allocated to the affected Classes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
Mortgage Loans that are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, or which are required to be
distributed to a Companion Holder, without the consent of such Companion Holder,
(ii) as evidenced by an Opinion of Counsel obtained by or delivered to the
Master Servicer, the Special Servicer and the Trustee, adversely affect in any
material respect the interests of the Holders of any Class of Certificates or
the interests of a Companion Holder in a manner other than as described in (i)
without the consent of the Holders of all Certificates of such Class or the
consent of such Companion Holder, as the case may be, (iii) modify the
provisions of this Section 11.01 without the consent of the Holders of all
Certificates then outstanding and the consent of all Companion Holders, (iv)
modify the provisions of Section 3.20 or the definition of Servicing Standard
without the consent of the Holders of Certificates entitled to all of the Voting
Rights and the consent of all Companion Holders or (v) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing
duties with respect to any of the Mortgage Loans.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the Trust Fund, in the case of any amendment requested by the Master Servicer
or Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and, otherwise, at the expense of the party seeking such
amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on
either REMIC I or REMIC II pursuant to the REMIC Provisions or on the Grantor
Trust or cause either REMIC I or REMIC II to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust at any time that any
Certificates are outstanding and (ii) such amendment complies with the
provisions of this Section 11.01.

            (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder and Companion Holder.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities under this Agreement
or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a), (b) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Certificate Account or the Distribution
Account (and the Class SL Distribution Account in connection with any of the
above actions with respect to the Class SL Certificates) pursuant to Sections
3.05 and 4.01.

            Section 11.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Certificate Account pursuant to Section 3.05(a)) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            Section 11.03 Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 11.04 Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            Section 11.05 Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Wachovia
Commercial Mortgage Securities, Inc., 301 South College Street, Charlotte, North
Carolina 28288, Attention: William J. Cohane, Managing Director, facsimile
number: 704-383-7639; (ii) in the case of the Master Servicer, Wachovia Bank,
National Association, NC 1075, 8739 Research Drive URP4, Charlotte, North
Carolina 28262-1075, Attention: Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2004-C10, facsimile
number: 704-593-7735; (iii) in the case of the Special Servicers, Lennar
Partners, Inc., 1601 Washington Avenue, Miami, Florida 33172, Attention: Randy
Wolpert, facsimile number: 305-226-3428, or in the case of the 11 Madison Avenue
Loan, Wachovia Bank, National Association, NC 1075, 8739 Research Drive URP4,
Charlotte, North Carolina 28262-1075, Attention: Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C10,
facsimile number: 704-593-7735; (iv) in the case of the Trustee, Wells Fargo
Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:
Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2004-C10, facsimile
number: 410-715-2381; (v) in the case of the Underwriters, to each of Wachovia
Capital Markets, LLC, 301 South College Street, Charlotte, North Carolina
28288-1075, Attention: Mr. William J. Cohane, facsimile number: 704-383-7639,
Citigroup Global Markets Inc., 388 Greenwich Street, 11th Floor, New York, New
York 10013, Attention: Joseph Siragusa, Banc of America Securities LLC,
NCI-007-20-1, 214 North Tryon Street, Charlotte, North Carolina 28225,
Attention: Devid Gertner, with a copy to Paul Kurzeja, facsimile number (704)
387-0922 and Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004,
Attention: Rolf Edwards, facsimile number: 212-346-3954; (vi) in the case of the
Rating Agencies, (A) Moody's Investors Services, Inc., 99 Church Street, New
York, New York 10007, Attention: CMBS Surveillance Group; and (B) S&P Ratings
Services, 55 Water Street, New York, New York 10041-0003 Attention: CMBS
Surveillance Group, facsimile number 212-438-2662; and (vii) in the case of any
Companion Holder, the address(es) for notice to such Companion Holder as set
forth in the related Intercreditor Agreement or as to each such Person such
other address as may hereafter be furnished by such Person to the parties hereto
in writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.

            Section 11.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 11.07 Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets constituting the Trust
Fund.

            Section 11.08 Streit Act.

            Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail; provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

            Section 11.09 Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. This
Agreement may not be amended in any manner that would adversely affect the
rights of any third party beneficiary hereof without its consent. No other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement; provided that
the Companion Holders are intended third party beneficiaries hereunder.

            Section 11.10 Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 11.11 Notices to Rating Agencies.

            (a) The Trustee shall promptly provide notice to each Rating Agency
and the Controlling Class Representative (and, with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative) with respect to each of the following of which it has actual
knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Trustee, the Master
      Servicer or the Special Servicer;

            (iv) the repurchase of Mortgage Loans by either of the Mortgage Loan
      Sellers pursuant to the applicable Mortgage Loan Purchase Agreement;

            (v) any change in the location of the Distribution Account or Class
      SL Distribution Account;

            (vi) the final payment to any Class of Certificateholders; and

            (vii) any sale or disposition of any Mortgage Loan or REO Property.

            (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of the Certificate Account.

            (c) The Special Servicer shall furnish each Rating Agency and the
Controlling Class Representative (and, with respect to the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative) with respect
to a non-performing or Defaulted Mortgage Loan such information as the Rating
Agency or Controlling Class Representative (and, with respect to the
Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh Building
Representative) shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.

            (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 3.14;

            (iii) any Officer's Certificate delivered to the Trustee pursuant to
      Section 4.03(c) or 3.08(a); and

            (iv) each of the reports described in Section 3.12(a) and the
      statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d).

            (e) The Trustee shall (i) make available to each Rating Agency and
the Controlling Class Representative (and, with respect to the Starrett-Lehigh
Building Whole Loan, the Starrett-Lehigh Building Representative), upon
reasonable notice, the items described in Section 3.15(a) and (ii) promptly
deliver to each Rating Agency and the Controlling Class Representative (and,
with respect to the Starrett-Lehigh Building Whole Loan, the Starrett-Lehigh
Building Representative) a copy of any notices given pursuant to Section 7.03(a)
or Section 7.03(b).

            (f) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

            (g) Notwithstanding any provision herein to the contrary each of the
Master Servicer, the Special Servicer or the Trustee shall deliver to any
Underwriter any report prepared by such party hereunder upon request.

            Section 11.12 Complete Agreement.

            This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


                                       WACHOVIA COMMERCIAL MORTGAGE
                                          SECURITIES, INC., Depositor



                                       By:  /s/  William J. Cohane
                                          --------------------------------------
                                          Name:  William J. Cohane
                                          Title: Managing Director

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          Master Servicer



                                       By:   /s/ Paula R.A. Davis
                                          --------------------------------------
                                          Name:  Paula R.A. Davis
                                          Title: Associate


                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          Special Servicer with respect to
                                          the 11 Madison Avenue Loan



                                       By:  /s/  Thomas B. Deane
                                          --------------------------------------
                                          Name:  Thomas B. Deane
                                          Title: Vice President



                                       LENNAR PARTNERS, INC., Special
                                          Servicer, except with respect to
                                          the 11 Madison Avenue Loan



                                       By:  /s/  Shelly L. Rubin
                                          --------------------------------------
                                          Name:  Shelly L. Rubin
                                          Title: Vice President


                                       WELLS FARGO BANK, N.A., Trustee



                                       By:  /s/  Deborah Daniels
                                          --------------------------------------
                                          Name:  Deborah Daniels
                                          Title: Vice President

<PAGE>


                                   EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  3.0650% per annum    Class Principal Balance of the Class
                                         A-1 Certificates as of the Closing
                                         Date:  $67,117,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class A-1 Certificate as of
                                         the Closing Date:  $67,117,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer: Lennar Partners,
Inc., except that with respect to the
11 Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND
WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN,
THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-2 CERTIFICATES,
THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal amount of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (herein called the "Master Servicer", which term
includes any successor entity under the Agreement) and with respect to the 11
Madison Avenue Loan, special servicer, Lennar Partners, Inc. as special
servicer, except with respect to the 11 Madison Avenue Loan, (together with
Wachovia Bank, National Association, the "Special Servicer", which term includes
any successor entities under the Agreement) and Wells Fargo Bank, N.A. (herein
called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-1 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-1 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-1 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-1 Certificates are exchangeable for new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-1
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>
                                   EXHIBIT A-2

                          FORM OF CLASS A-2 CERTIFICATE

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  3.8570% per annum    Class Principal Balance of the Class
                                         A-2 Certificates  as of the Closing
                                         Date:  $104,012,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class A-2 Certificate as of
                                         the Closing Date:  $104,012,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer: Lennar Partners,
Inc., except that with respect to the
11 Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION,  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND
WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN,
THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES,
THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the principal amount of this Class A-2 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-2 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (herein called the "Master Servicer", which term
includes any successor entity under the Agreement) and with respect to the 11
Madison Avenue Loan, special servicer, Lennar Partners, Inc. as special
servicer, except with respect to the 11 Madison Avenue Loan, (together with
Wachovia Bank, National Association, the "Special Servicer", which term includes
any successor entities under the Agreement) and Wells Fargo Bank, N.A. (herein
called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-2 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-2 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-2 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-2 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-2 Certificates are exchangeable for new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-2 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-2
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-2
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                   EXHIBIT A-3

                          FORM OF CLASS A-3 CERTIFICATE

             CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  4.3900% per annum    Class Principal Balance of the Class
                                         A-3 Certificates as of the Closing
                                         Date:  $71,285,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class A-3 Certificate as of
                                         the Closing Date:  $71,285,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND
WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN,
THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-3 Certificate (obtained by
dividing the principal amount of this Class A-3 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-3 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (herein called the "Master Servicer", which term
includes any successor entity under the Agreement) and with respect to the 11
Madison Avenue Loan, special servicer, Lennar Partners, Inc. as special
servicer, except with respect to the 11 Madison Avenue Loan, (together with
Wachovia Bank, National Association, the "Special Servicer", which term includes
any successor entities under the Agreement) and Wells Fargo Bank, N.A. (herein
called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-3 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-3 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-3 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-3 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-3 Certificates are exchangeable for new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-3 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-3
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-3
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>


                                  EXHIBIT A-4-1

                          FORM OF CLASS A-4 CERTIFICATE

             CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  4.7480% per annum    Class Principal Balance of the Class
                                         A-4 Certificates as of the Closing
                                         Date:  $579,236,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class A-4 Certificate as of
                                         the Closing Date:  $500,000,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND
WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN,
THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (herein called the "Master Servicer", which term
includes any successor entity under the Agreement) and with respect to the 11
Madison Avenue Loan, special servicer, Lennar Partners, Inc. as special
servicer, except with respect to the 11 Madison Avenue Loan, (together with
Wachovia Bank, National Association, the "Special Servicer", which term includes
any successor entities under the Agreement) and Wells Fargo Bank, N.A. (herein
called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-4 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-4 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-4 Certificates are exchangeable for new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-4 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-4
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-4-2

                          FORM OF CLASS A-4 CERTIFICATE

           CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  4.7480% per annum    Class Principal Balance of the Class
                                         A-4 Certificates as of the Closing
                                         Date:  $579,236,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class A-4 Certificate as of
                                         the Closing Date:  $79,236,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 2                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND
WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN,
THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (herein called the "Master Servicer", which term
includes any successor entity under the Agreement) and with respect to the 11
Madison Avenue Loan, special servicer, Lennar Partners, Inc. as special
servicer, except with respect to the 11 Madison Avenue Loan, (together with
Wachovia Bank, National Association, the "Special Servicer", which term includes
any successor entities under the Agreement) and Wells Fargo Bank, N.A. (herein
called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-4 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-4 Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-4 Certificates are exchangeable for new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-4 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-4
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                   EXHIBIT A-5

                         FORM OF CLASS A-1A CERTIFICATE

            CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  4.3240% per annum    Class Principal Balance of the Class
                                         A-1A Certificates as of the Closing
                                         Date:  $252,357,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class A-1A Certificate as of
                                         the Closing Date:  $252,357,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND
WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN,
THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES AND THE CLASS A-4
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1A Certificate (obtained by
dividing the principal amount of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (herein called the "Master Servicer", which term
includes any successor entity under the Agreement) and with respect to the 11
Madison Avenue Loan, special servicer, Lennar Partners, Inc. as special
servicer, except with respect to the 11 Madison Avenue Loan, (together with
Wachovia Bank, National Association, the "Special Servicer", which term includes
any successor entities under the Agreement) and Wells Fargo Bank, N.A. (herein
called the "Trustee", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-1A Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1A Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-1A Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A-1A Certificates are exchangeable for new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class A-1A Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class A-1A
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class A-1A Certificate without registration or qualification. Any Class A-1A
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class A-1A Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1A Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-1A Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1A
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-1A Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-6-1

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date:  $1,290,099,569
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement:  as of February 1, 2004       Class X-C Certificate as of the
                                         Closing Date:  $500,000,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association as
master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class X-C Certificates are exchangeable for new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class X-C
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class X-C Certificate without registration or qualification. Any Class X-C
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-6-2

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Aggregate Certificate Notional Amount
                                         of all Class  X-C Certificates as of
                                         the Closing Date:  $1,290,099,569
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement:  as of February 1, 2004       Class X-C Certificate as of the
                                         Closing Date:  $500,000,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 2                        CUSIP No. [____]
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association as
master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class X-C Certificates are exchangeable for new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class X-C
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class X-C Certificate without registration or qualification. Any Class X-C
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-6-3

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

  evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Aggregate Certificate Notional Amount
                                         of all Class X-C Certificates as of
                                         the Closing Date:  $1,290,099,569
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement:  as of February 1, 2004       Class X-C Certificate as of the
                                         Closing Date:  $290,099,569
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 3                        CUSIP No. [____]
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-C Certificate in that certain
beneficial ownership interest evidenced by all the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association as
master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class X-C Certificates are exchangeable for new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-C Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class X-C
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class X-C Certificate without registration or qualification. Any Class X-C
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-C Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-7-1

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date:  $1,246,996,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement:  as of February 1, 2004       Class X-P Certificate as of the
                                         Closing Date:  $500,000,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association as
master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date will be as provided in the Agreement.
All distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
X-P Certificates are exchangeable for new Class X-P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class X-P
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class X-P Certificate without registration or qualification. Any Class X-P
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-7-2

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date:  $1,246,996,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement:  as of February 1, 2004       Class X-P Certificate as of the
                                         Closing Date:  $500,000,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 2                        CUSIP No. [____]
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association as
master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date will be as provided in the Agreement.
All distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
X-P Certificates are exchangeable for new Class X-P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class X-P
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class X-P Certificate without registration or qualification. Any Class X-P
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-7-3

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Aggregate Certificate Notional Amount
                                         of all Class X-P Certificates as of
                                         the Closing Date:  $1,246,996,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement:  as of February 1, 2004       Class X-P Certificate as of the
                                         Closing Date:  $246,996,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 3                        CUSIP No. [____]
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-P Certificate in that certain
beneficial ownership interest evidenced by all the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association as
master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date will be as provided in the Agreement.
All distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
X-P Certificates are exchangeable for new Class X-P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class X-P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class X-P
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class X-P Certificate without registration or qualification. Any Class X-P
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class X-P Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                   EXHIBIT A-8

                           FORM OF CLASS B CERTIFICATE

              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  4.8120% per annum    Class Principal Balance of the Class B
                                         Certificates as of the Closing Date:
                                         $38,703,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class B Certificate as of the
                                         Closing Date:  $38,703,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-P CERTIFICATES OF
THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES AND THE CLASS A-1A CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND WITH
RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN, THE
CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the principal amount of this Class B Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class B Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class B Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class B Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class B Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class B Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class B Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class B Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class B
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class B
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class B Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                   EXHIBIT A-9

                           FORM OF CLASS C CERTIFICATE

              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  4.8420% per annum    Class Principal Balance of the Class C
                                         Certificates as of the Closing  Date:
                                         $16,127,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class C  Certificate as of the
                                         Closing Date:  $16,127,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES AND
THE CLASS B CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES AND THE CLASS B CERTIFICATES OF THE
SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS D, CLASS E, CLASS F, CLASS
G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P
(AND WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE
LOAN, THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the principal amount of this Class C Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class C Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class C Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class C Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class C Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class C Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class C
Certificates are exchangeable for new Class C Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class C Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-10

                           FORM OF CLASS D CERTIFICATE

              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  4.8810% per annum    Class Principal Balance of the Class D
                                         Certificates as of the Closing  Date:
                                         $32,252,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class D Certificate as of the
                                         Closing Date:  $32,252,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES AND THE
CLASS C CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS E,
CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O
AND CLASS P (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH
BUILDING WHOLE LOAN, THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class D Certificate (obtained by dividing
the principal amount of this Class D Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class D Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class D Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class D Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class D Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class D Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class D
Certificates are exchangeable for new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class D Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class D Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class D
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder to purchase from
the Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class D Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class D Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-11

                           FORM OF CLASS E CERTIFICATE

              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  4.9310% per annum    Class Principal Balance of the Class E
                                         Certificates as of the Closing Date:
                                         $16,126,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class E Certificate as of the
                                         Closing Date:  $16,126,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES OF
THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P (AND WITH RESPECT TO LOSSES AND EXPENSES
ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN, THE CLASS SL) CERTIFICATES OF THE
SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class E Certificate (obtained by dividing
the principal amount of this Class E Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class E Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class E Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class E Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class E Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class E Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class E
Certificates are exchangeable for new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class E Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class E Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class E
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class E
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class E Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-12

                           FORM OF CLASS F CERTIFICATE

              CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class F
                                         Certificates as of the Closing  Date:
                                         $19,352,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class F Certificate as of the
                                         Closing Date:  $19,352,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND THE
CLASS E CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND THE CLASS
E CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND
WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN,
THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class F Certificate (obtained by dividing
the principal amount of this Class F Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class F Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class F Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class F Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class F Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class F Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class F
Certificates are exchangeable for new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class F Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class F Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class F
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class F Certificate without registration or qualification. Any Class F
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class F Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class F Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class F
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class F
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class F Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-13

                           FORM OF CLASS G CERTIFICATE

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class G
                                         Certificates as of the Closing  Date:
                                         $14,513,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class G Certificate as of the
                                         Closing Date:  $14,513,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS H, CLASS
J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P (AND WITH RESPECT TO
LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN, THE CLASS SL)
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class G Certificate (obtained by dividing
the principal amount of this Class G Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class G Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class G Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class G Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class G Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class G Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class G
Certificates are exchangeable for new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class G Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class G Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class G
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class G Certificate without registration or qualification. Any Class G
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class G Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class G Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class G
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class G
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class G Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-14

                           FORM OF CLASS H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class H
                                         Certificates as of the Closing  Date:
                                         $17,739,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class H Certificate as of the
                                         Closing Date:  $17,739,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G CERTIFICATES OF
THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES AND THE CLASS G CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O
AND CLASS P (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH
BUILDING WHOLE LOAN, THE CLASS SL) CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class H Certificate (obtained by dividing
the principal amount of this Class H Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class H Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class H Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class H Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class H Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class H Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class H
Certificates are exchangeable for new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class H Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class H Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class H
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class H Certificate without registration or qualification. Any Class H
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class H Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class H Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class H
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class H
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class H Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-15

                           FORM OF CLASS J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class J
                                         Certificates as of the Closing  Date:
                                         $12,901,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class J Certificate as of the
                                         Closing Date:  $12,901,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE
CLASS H CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS
N, CLASS O AND CLASS P (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE
STARRETT-LEHIGH BUILDING WHOLE LOAN, THE CLASS SL) CERTIFICATES OF THE SAME
SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class J Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class J Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class J Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class J Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class J Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class J
Certificates are exchangeable for new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class J Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class J
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class J Certificate without registration or qualification. Any Class J
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class J Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class J Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class J
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class J Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-16

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class K
                                         Certificates as of the Closing  Date:
                                         $8,063,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class K Certificate as of the
                                         Closing Date:  $8,063,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE
STARRETT-LEHIGH BUILDING WHOLE LOAN, THE CLASS SL) CERTIFICATES OF THE SAME
SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class K Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class K Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class K Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class K Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class K
Certificates are exchangeable for new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class K Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class K Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class K
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class K Certificate without registration or qualification. Any Class K
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class K Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class K Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class K
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class K Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-17

                           FORM OF CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class L
                                         Certificates as of the  Closing  Date:
                                         $6,451,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class L Certificate as of the
                                         Closing Date:  $6,451,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF
THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS M, CLASS N, CLASS O AND CLASS P (AND WITH RESPECT
TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN, THE CLASS SL)
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class L Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class L Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class L Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class L Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class L
Certificates are exchangeable for new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class L Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class L Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class L
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class L Certificate without registration or qualification. Any Class L
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class L Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class L Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class L
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class L
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class L Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-18

                           FORM OF CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class M
                                         Certificates as of the Closing  Date:
                                         $4,838,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class M Certificate as of the
                                         Closing Date:  $4,838,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:  March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE
CLASS L CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N, CLASS O AND CLASS P (AND
WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN,
THE CLASS SL) CERTIFICATES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class M Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class M Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class M Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class M Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class M Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class M Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class M
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class M Certificate without registration or qualification. Any Class M
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class M Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class M Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class M
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class M Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-19

                           FORM OF CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class N
                                         Certificates as of the Closing  Date:
                                         $4,838,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class N Certificate as of the
                                         Closing Date:  $4,838,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS O AND CLASS P (AND WITH
RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH BUILDING WHOLE LOAN, THE
CLASS SL) CERTIFICATES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class N Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class N Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class N Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class N Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class N
Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class N Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class N Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class N
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class N Certificate without registration or qualification. Any Class N
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class N Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class N Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class N
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class N
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class N Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-20

                           FORM OF CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class O
                                         Certificates as of the Closing  Date:
                                         $4,838,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class O Certificate as of the
                                         Closing Date:  $4,838,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF
THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M
CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE CERTIFICATE PRINCIPAL BALANCE
OF THE CLASS P (AND WITH RESPECT TO LOSSES AND EXPENSES ON THE STARRETT-LEHIGH
BUILDING WHOLE LOAN, THE CLASS SL) CERTIFICATES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class O Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class O Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class O Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class O Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class O
Certificates are exchangeable for new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class O Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class O Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class O
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class O Certificate without registration or qualification. Any Class O
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class O Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class O Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class O
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class O
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class O Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-21

                           FORM OF CLASS P CERTIFICATE

              CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class P
                                         Certificates as of the Closing  Date:
                                         $19,351,569
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement:  as of February 1, 2004       of this Class P Certificate as of the
                                         Closing Date:  $19,351,569
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [____]
--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES AND THE
CLASS O CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C
CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M
CERTIFICATES, THE CLASS N CERTIFICATES AND THE CLASS O CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES (AND WITH RESPECT TO THE LOSSES AND EXPENSES ON THE STARRETT-LEHIGH
BUILDING WHOLE LOAN, AFTER THE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS SL
CERTIFICATES IS REDUCED TO ZERO) EXPERIENCED BY THE TRUST FUND AS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the principal amount of this Class P Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class P Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class P Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class P Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class P Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class P Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class P
Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class P
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class P Certificate without registration or qualification. Any Class P
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class P Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class P Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-22

                          FORM OF CLASS SL CERTIFICATE

             CLASS SL COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in the Starrett-Lehigh Building
Subordinate Loan, one loan in a trust fund (the "Trust Fund") consisting
primarily of a pool of multifamily and commercial mortgage loans (all such
mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan, the
"Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Pass-Through Rate:  Variable             Class Principal Balance of the Class
                                         SL Certificates as of the Closing
                                         Date:  $24,000,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of February 1, 2004        of this Class SL Certificate as of the
                                         Closing Date:  $24,000,000
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $1,290,099,569[1]
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee: Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1                        CUSIP No. [__]
--------------------------------------------------------------------------------

--------

[1]  Includes $24,000,000, which is the balance of the Starrett-Lehigh
     Subordinate Component, represented solely by this Class SL Certificate.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE SEQUENTIAL PAY CERTIFICATES WITH RESPECT
TO THE STARRETT-LEHIGH BUILDING SENIOR LOANS TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE IS ENTITLED
TO DISTRIBUTIONS ONLY IN RESPECT OF THE STARRETT-LEHIGH BUILDING SUBORDINATE
LOAN AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS (1) A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE") AND (2) AN INTEREST IN A GRANTOR TRUST.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND IN RESPECT OF THE STARRETT-LEHIGH BUILDING SENIOR LOANS AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class SL Certificate (obtained by dividing
the principal amount of this Class SL Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class SL Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class SL
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
as master servicer (herein called the "Master Servicer", which term includes any
successor entity under the Agreement) and with respect to the 11 Madison Avenue
Loan, special servicer, Lennar Partners, Inc. as special servicer, except with
respect to the 11 Madison Avenue Loan, (together with Wachovia Bank, National
Association, the "Special Servicer", which term includes any successor entities
under the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class SL Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class SL Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Trustee is subsequently notified in writing.

            In addition, the Class SL Certificates will be entitled to certain
collections and recoveries of Additional Interest payable on the Starrett-Lehigh
Building Subordinate Loan, all as more specifically set forth herein and in the
Agreement.

            The Class SL Certificates are limited in right of distribution to
certain collections and recoveries respecting the Starrett-Lehigh Building
Subordinate Loan, all as more specifically set forth herein and in the
Agreement. As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account, the Class SL Distribution Account and, if
established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the Starrett-Lehigh Building
Subordinate Loan and the payment of interest on such advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class SL Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class SL Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class SL
Certificates are exchangeable for new Class SL Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class SL Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class SL Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class SL Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class SL Certificate without
registration or qualification. Any Class SL Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class SL Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class SL Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class SL
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property (including the
Starrett-Lehigh Building Subordinate Loan) remaining in the Trust Fund, and (ii)
the purchase by the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder at a price determined as provided in the Agreement
of all Mortgage Loans (including the Starrett-Lehigh Building Subordinate Loan)
and each REO Property remaining in the Trust Fund. The Agreement permits, but
does not require, the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans
(including the Starrett-Lehigh Building Subordinate Loan) and each REO Property
remaining therein. The exercise of such right will effect early retirement of
the Class SL Certificates; however, such right to purchase is subject to the
aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase
being less than 1% of the aggregate Stated Principal Balance of the Mortgage
Loans (including the Starrett-Lehigh Building Subordinate Loan) as of the
Closing Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Starrett-Lehigh Building Subordinate Loan (to the
extent of its rights therein) for distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class SL Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-23

                          FORM OF CLASS R-I CERTIFICATE

             CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement:  as of February 1, 2004       Class R-I Certificate:  100%
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS A-1A, CLASS X-C, CLASS X-P, CLASS B, CLASS C, CLASS D, CLASS E, CLASS
F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND
CLASS P CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that Wachovia Bank, National Association is the
registered owner of the Percentage Interest evidenced by this Class R-I
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-I Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association as master servicer (herein called the
"Master Servicer", which term includes any successor entity under the Agreement)
and with respect to the 11 Madison Avenue Loan, special servicer, Lennar
Partners, Inc. as special servicer, except with respect to the 11 Madison Avenue
Loan, (together with Wachovia Bank, National Association, the "Special
Servicer", which term includes any successor entities under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to the Holders of the Class R-I Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Class R-I Certificate will be made by check mailed to the
address of the Person entitled thereto, as such name and address appear in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            The Class R-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-I Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such transfer from the Certificateholder desiring to effect such transfer and/or
such Certificateholder's prospective transferee on which such Opinion of Counsel
is based. None of the Depositor, the Trustee, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class R-I Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class R-I
Certificate without registration or qualification. Any Class R-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-I Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No transfer of this Class R-I Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-I Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-I Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents an interest in the "residual interest"
in REMIC I as defined in the Agreement. Each Person who has or who acquires any
Ownership Interest in this Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
provisions of Section 5.02(d) of the Agreement and, if any purported Transferee
shall become a Holder of this Certificate in violation of the provisions of such
Section 5.02(d), to have irrevocably authorized Wells Fargo Bank, N.A., as
Paying Agent (the "Paying Agent"), under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Certificate Registrar under clause (ii)(B) of such Section
5.02(d) to negotiate the terms of any mandatory sale and to execute all
instruments of Transfer and to do all other things necessary in connection with
any such sale. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Master
Servicer, the Paying Agent and the Certificate Registrar of any change or
impending change in its status as a Permitted Transferee. In connection with any
proposed Transfer of any Ownership Interest in this Certificate, the Certificate
Registrar shall require delivery to it, and shall not register the Transfer of
this Certificate until its receipt of, an affidavit and agreement substantially
in the form attached as Exhibit I-1 to the Agreement (a "Transfer Affidavit and
Agreement") from the proposed Transferee, in form and substance satisfactory to
the Certificate Registrar, representing and warranting, among other things, that
such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in this Certificate to such proposed Transferee shall be effected. The proposed
Transferor must also state in the Transfer Affidavit and Agreement that (A) it
has historically paid its debts as they have come due and intends to continue to
pay its debts as they come due in the future, (B) it understands that it may
incur tax liabilities with respect to this certificate in excess of cash flows
generated thereby, (C) it intends to pay any taxes associated with holding this
certificate as they become due, (D) it will not cause income from this
certificate to be attributable to a foreign permanent establishment or fixed
base (within the meaning of an applicable income tax treaty) of its own or of
any other person and (E) it will not transfer this certificate to any person or
entity that does not provide a similar affidavit. Any purported transfer to a
disqualified organization or other person that is not a permitted transferee or
otherwise in violation of these restrictions shall be absolutely null and void
and shall vest no rights in any purported transferee. If this certificate
represents a "non-economic residual interest", as defined in Treasury
Regulations Section 1.860E-1(c), transfers of this certificate may be
disregarded for federal income tax purposes. In order to satisfy a regulatory
safe harbor under which such transfers will not be disregarded, the transferor
may be required, among other things, to satisfy itself as to the financial
condition of the proposed transferee and either to transfer at a minimum price
or to an eligible transferee as specified in regulations.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit I-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Master Servicer and the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject
to an entity-level tax caused by the transfer of this Class R-I Certificate to a
Person which is not a Permitted Transferee, or cause a Person other than the
prospective Transferee to be subject to a REMIC-related tax caused by the
transfer of this Class R-I Certificate to a Person which is not a Permitted
Transferee.

            A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Plan or a Non-United States Person. A "Disqualified
Organization" is any of the following: (i) the United States or a possession
thereof, any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for FHLMC,
a majority of its board of directors is not selected by any such governmental
unit), (ii) a foreign government, international organization, or any agency or
instrumentality of either of the foregoing, (iii) any organization (except
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381 of the Code or (v) any other Person so designated by the Paying
Agent or the Certificate Registrar based upon an Opinion of Counsel (which shall
not be an expense of the Paying Agent) that the holding of an Ownership Interest
in a Class R-I Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates, other than such
Person, to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R-I Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

            A "Non-United States Person" is any Person (i) other than a United
States Person or (ii) who is a United States Person with respect to whom income
on this Certificate is allocable to a foreign permanent establishment or fixed
base (within the meaning of an applicable income tax treaty) of such Person or
any other United States Person. A "United States Person" is a citizen or
resident of the United States, a corporation or partnership (including an entity
treated as a corporation or partnership for federal income tax purposes) created
or organized in, or under the laws of the United States, any State thereof or
the District of Columbia unless in the case of a partnership, Treasury
Regulations are adopted that provide otherwise, an estate whose income is
includable in gross income for United States federal income tax purposes
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a) (30) of the
Code.

            No service charge will be imposed for any registration of transfer
or exchange of Class R-I Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class R-I
Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-24

                         FORM OF CLASS R-II CERTIFICATE

            CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement:  as of February 1, 2004       Class R-II Certificate:  100%
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS A-1A, CLASS X-C, CLASS X-P, CLASS B, CLASS C, CLASS D, CLASS E, CLASS
F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND
CLASS P CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that Wachovia Bank, National Association is the
registered owner of the Percentage Interest evidenced by this Class R-II
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-II Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association as master servicer (herein called the
"Master Servicer", which term includes any successor entity under the Agreement)
and with respect to the 11 Madison Avenue Loan, special servicer, Lennar
Partners, Inc. as special servicer, except with respect to the 11 Madison Avenue
Loan, (together with Wachovia Bank, National Association, the "Special
Servicer", which term includes any successor entities under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount, if any, required to be
distributed to the Holders of the Class R-II Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Class R-II Certificate will be made by check mailed to the
address of the Person entitled thereto, as such name and address appear in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
Starrett-Lehigh Building Subordinate Loan and the payment of interest on such
Advances and expenses.

            The Class R-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-II Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Paying Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such transfer from the Certificateholder desiring to effect such transfer and/or
such Certificateholder's prospective transferee on which such Opinion of Counsel
is based. None of the Depositor, the Trustee, Paying Agent or the Certificate
Registrar is obligated to register or qualify the Class R-II Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class R-II
Certificate without registration or qualification. Any Class R-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No transfer of this Class R-II Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-II Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-II Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents the "residual interest" in REMIC II, as
defined in the Agreement. Each Person who has or who acquires any Ownership
Interest in this Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized Wells Fargo Bank, N.A., as Paying Agent (the "Paying
Agent"), under clause (ii)(A) of such Section 5.02(d) to deliver payments to a
Person other than such Person and to have irrevocably authorized the Certificate
Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of
any mandatory sale and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Master Servicer, the Paying Agent and
the Certificate Registrar of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit I-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Certificate Registrar,
representing and warranting, among other things, that such Transferee is a
Permitted Transferee, that it is not acquiring its Ownership Interest in this
Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in
this Certificate, it will endeavor to remain a Permitted Transferee, and that it
has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to be
bound by them. Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in this Certificate to such
proposed Transferee shall be effected. The proposed Transferor must also state
in the Transfer Affidavit and Agreement that (A) it has historically paid its
debts as they have come due and intends to continue to pay its debts as they
come due in the future, (B) it understands that it may incur tax liabilities
with respect to this certificate in excess of cash flows generated thereby, (C)
it intends to pay any taxes associated with holding this certificate as they
become due, (D) it will not cause income from this certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of its own or of any other person
and (E) it will not transfer this certificate to any person or entity that does
not provide a similar affidavit. Any purported transfer to a disqualified
organization or other person that is not a permitted transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit I-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Master Servicer and the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject
to an entity-level tax caused by the Transfer of any Class R-II Certificate to a
Person which is not a Permitted Transferee, or cause a Person other than the
prospective Transferee to be subject to a REMIC-related tax caused by the
transfer of this Class R-II Certificate to a Person which is not a Permitted
Transferee.

            A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Plan or a Non-United States Person. A "Disqualified
Organization" is any of the following: (i) the United States or a possession
thereof, any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for FHLMC,
a majority of its board of directors is not selected by any such governmental
unit), (ii) a foreign government, international organization, or any agency or
instrumentality of either of the foregoing, (iii) any organization (except
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381 of the Code or (v) any other Person so designated by the Paying
Agent or the Certificate Registrar based upon an Opinion of Counsel (which shall
not be an expense of the Paying Agent) that the holding of an Ownership Interest
in a Class R-II Certificate by such Person may cause the Trust Fund or any
Person having an Ownership Interest in any Class of Certificates, other than
such Person, to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R-II Certificate to such Person. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.

            A "Non-United States Person" is any Person (i) other than a United
States Person or (ii) who is a United States Person with respect to whom income
on this Certificate is allocable to a foreign permanent establishment or fixed
base (within the meaning of an applicable income tax treaty) of such Person or
any other United States Person. A "United States Person" is a citizen or
resident of the United States, a corporation or partnership (including an entity
treated as a corporation or partnership for federal income tax purposes) created
or organized in, or under the laws of the United States, any State thereof or
the District of Columbia unless in the case of a partnership, Treasury
Regulations are adopted that provide otherwise, an estate whose income is
includable in gross income for United States federal income tax purposes
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a) (30) of the
Code.

            No service charge will be imposed for any registration of transfer
or exchange of Class R-II Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
R-II Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-25

                          FORM OF CLASS Z-I CERTIFICATE

             CLASS Z-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement:  as of February 1, 2004       Class Z-I Certificate:  100%
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            This certifies that Wachovia Bank, National Association is the
registered owner of the Percentage Interest evidenced by this Class Z-I
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class Z-I Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association as master servicer (herein called the
"Master Servicer", which term includes any successor entity under the Agreement)
and with respect to the 11 Madison Avenue Loan, special servicer, Lennar
Partners, Inc. as special servicer, except with respect to the 11 Madison Avenue
Loan, (together with Wachovia Bank, National Association, the "Special
Servicer", which term includes any successor entities under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class Z-I Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class Z-I Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on Wachovia Mortgage
Loans (excluding the Starrett-Lehigh Building Subordinate Loan), all as more
specifically set forth herein and in the Agreement.

            The Class Z-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-I Certificates are exchangeable for new
Class Z-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate is binding on
such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class Z-I
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class Z-I Certificate without registration or qualification. Any Class Z-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z-I Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-I Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class Z-I
Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-I
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Z-I Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-26

                         FORM OF CLASS Z-II CERTIFICATE

            CLASS Z-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement:  as of February 1, 2004       Class Z-II Certificate:  100%
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            This certifies that Artesia Mortgage Capital Corporation is the
registered owner of the Percentage Interest evidenced by this Class Z-II
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class Z-II Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association as master servicer (herein called the
"Master Servicer", which term includes any successor entity under the Agreement)
and with respect to the 11 Madison Avenue Loan, special servicer, Lennar
Partners, Inc. as special servicer, except with respect to the 11 Madison Avenue
Loan, (together with Wachovia Bank, National Association, the "Special
Servicer", which term includes any successor entities under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class Z-II Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class Z-II Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on Artesia Mortgage
Loans, all as more specifically set forth herein and in the Agreement.

            The Class Z-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-II Certificates are exchangeable for new
Class Z-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate is binding on
such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class Z-II
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class Z-II Certificate without registration or qualification. Any Class Z-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-II Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
Z-II Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-II
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Z-II Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                  EXHIBIT A-27

                         FORM OF CLASS Z-III CERTIFICATE

            CLASS Z-III COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C10

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (all
such mortgage loans, other than the Starrett-Lehigh Building Subordinate Loan,
the "Mortgage Loans"), such pool being formed and sold by

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement:  as of February 1, 2004       Class Z-III Certificate:  100%
--------------------------------------------------------------------------------

Closing Date:  February 26, 2004         Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date:  $1,290,099,569
--------------------------------------------------------------------------------

First Distribution Date:
March 17, 2004
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,         Trustee:  Wells Fargo Bank, N.A.
National Association
--------------------------------------------------------------------------------

Special Servicer:  Lennar Partners,
Inc., except that with respect to the
11  Madison Avenue Loan, the initial
Special Servicer will be Wachovia Bank,
National Association
--------------------------------------------------------------------------------

Certificate No. 1
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE  SECURITIES,  INC., WELLS FARGO BANK, N.A., WACHOVIA BANK,
NATIONAL  ASSOCIATION  OR ANY OF THEIR  RESPECTIVE  AFFILIATES.  NEITHER  THIS
CERTIFICATE NOR THE UNDERLYING  MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            This certifies that Citigroup Global Markets Realty Corp. is the
registered owner of the Percentage Interest evidenced by this Class Z-III
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class Z-III Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association as master servicer (herein called the
"Master Servicer", which term includes any successor entity under the Agreement)
and with respect to the 11 Madison Avenue Loan, special servicer, Lennar
Partners, Inc. as special servicer, except with respect to the 11 Madison Avenue
Loan, (together with Wachovia Bank, National Association, the "Special
Servicer", which term includes any successor entities under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in March 2004 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class Z-III Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class Z-III Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on Citigroup Mortgage
Loans, all as more specifically set forth herein and in the Agreement.

            The Class Z-III Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-III Certificates are exchangeable for new
Class Z-III Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate is binding on
such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-III Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-III Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, Paying Agent or
the Certificate Registrar is obligated to register or qualify the Class Z-III
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class Z-III Certificate without registration or qualification. Any Class Z-III
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z-III Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-III Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
Z-III Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-III
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  February 26, 2004


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class Z-III Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
______________________________________________.

Dated:  _________________________



                                       _________________________________________
                                         Signature by or on behalf of Assignor



                                       _________________________________________
                                                Signature Guaranteed
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>


                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
Mortgage    Loan
  Loan     Group
 Number    Number            Property Name                           Address                         City           State   Zip Code
------------------------------------------------------------------------------------------------------------------------------------
  <S>        <C>    <C>                                      <C>                                  <C>                  <C>   <C>
    1         1     11 Madison Avenue                        11 Madison Avenue                    New York             NY    10010
    2         1     Phillips Point Office Building           777 South Flagler Drive              West Palm Beach      FL    33401
    3         1     Starrett-Lehigh Building                 601 West 26th Street                 New York             NY    10001
   N/A       N/A    Starrett-Lehigh Building Subordinate     601 West 26th Street                 New York             NY    10001
                    Loan
    4         1     IBM Center                               4111 Northside Parkway               Atlanta              GA    30327
    5         1     North Riverside Park Mall                7501 West Cermak Road                North Riverside      IL    60546
    6         1     520 Eighth Avenue                        520 Eighth Avenue                    New York             NY    10018
    7         2     Villa Del Sol Apartments                 811 South Fairview Street            Santa Ana            CA    92704
    8         1     Pine Trail Square                        SWQ of Okeechobee Boulevard and      West Palm Beach      FL    33409
                                                             North Military Trail
    9         1     Pacific Center                           523 West 6th Street                  Los Angeles          CA    90017
   10         1     Bal Harbour Square                       1630-1860 North Federal Highway      Fort Lauderdale      FL    33305
   11         1     Fairfax Corner-Bldg D                    4100 Monument Drive                  Fairfax              VA    22033
   12         2     Indigo Creek Apartments                  14221 North 51st Avenue              Glendale             AZ    85306
   13         2     Sunrise Bay Apartments                   102 South Thoreau Terrace            Galloway             NJ    08205
   14         2     Caribbean Isle Apartments                3503 Bonaire Boulevard               Kissimmee            FL    34741
   15         1     Merritt Creek Farm Shopping Center       Interstate 64 & Merritt Creek Road   Barboursville        WV    25504
   16         1     Flemington Mall                          325 Route 202                        Raritan              NJ    08822
   17         2     Summit San Raphael Apartments            14181 Noel Road                      Dallas               TX    75240
   18         1     Festival Plaza                           7915-7991 Vaughn Road                Montgomery           AL    36116
   19         1     840 North Broadway                       840 North Broadway                   Everett              WA    98201
   20         1     Villas of Juno Luxury Apartments         12801 U.S. Highway 1                 Juno Beach           FL    33408
   21         2     Village Park Apartments                  1055 North State Street              Orem                 UT    84057
   22         2     La Ventana Apartment Homes               2901 North Rainbow Boulevard         Las Vegas            NV    89109
   23         2     Forest Park Apartments                   2829 South Oakland Forest Drive      Oakland Park         FL    33309
   24         1     Little Palm Island Resort                28500 Overseas Highway               Little Torch Key     FL    33042
   25         2     Westwood Pines Apartments                4745 Pine Ridge Drive                Columbus             IN    47201
   26         2     Silver Shadow Apartments                 8301 West Charleston Boulevard       Las Vegas            NV    89117
   27         1     Aliso Viejo Plaza                        26852-27072 La Paz Road              Aliso Viejo          CA    92656
   28         1     Shops of San Marco                       13800-13900 Jog Road                 Delray Beach         FL    33444

   29         2     Cypress Point Apartments                 5275 West Tropicana Ave              Las Vegas            NV    89103
   30         2     Cedarbrook Apartments                    3627 Cedarbrook Drive                Hoover               AL    35216
   31         1     Studio Village Shopping Center           10900-11140 Jefferson Boulevard      Culver City          CA    90230
   32         1     The Meurice                              145 West 58th Street                 New York             NY    10019
   33         1     Cranbrook Plaza                          528-598 Cranbrook Road & 10400 &     Cockeysville         MD    21030
                                                             10402 Ridgland Road
   34         1     Hampton Inn - Cocoa Beach, FL            3425 North Atlantic Avenue           Cocoa Beach          FL    32931
   35         2     Americana Mobile Home Park               16600 Downey Avenue                  Paramount            CA    90723
   36         1     Sunrise Springs Apartment Homes          4455 East Twain Avenue               Las Vegas            NV    89121
   37         1     Lovejoy Station Shopping Center          11155 Tara Boulevard                 Hampton              GA    30228
   38         1     Loch Raven Plaza                         1206 Goucher Boulevard               Towson               MD    21286
   39         1     A & P Plaza                              3500 Route 9                         Old Bridge           NJ    08857
   40         1     Advocate Medical Office Building         18210 South LaGrange Road            Tinley Park          IL    60477
   41         1     Haywood Pointe Apartments                1175 Haywood Road                    Greenville           SC    29615
   42         1     Wesmark Plaza                            1121 Broad Street                    Sumter               SC    29150
   43         1     Conyers Plaza II Shopping Center         1360 Dogwood Drive                   Conyers              GA    30013
   44         1     Arrowhead Crossing                       7759 West Bell Road                  Peoria               AZ    85382
   45         1     Village at Park Centre                   1001-1005 West 120th Avenue          Westminster          CO    80234
   46         2     Gleneagle Apartments                     1011 West Butler Road                Greenville           SC    29607
   47         1     Jefferson Plaza                          300 Arthur Godfrey Road              Miami Beach          FL    33140
   48         1     INS Building - Boise, ID                 1185 South Vinnell Way               Boise                ID    83709
   49         1     Shoppes at Lake Dow                      900-938 Highway 81 East              McDonough            GA    30252
   50         1     Carpenter's Office Building              1003 K Street NW                     Washington           DC    20001

   51         1     Lee Road Shopping Center                 902-1028 Lee Road                    Orlando              FL    32810
   52         1     Cordova Collections Shopping Center      4721-4761 Bayou Boulevard            Pensacola            FL    32503
   53         1     Winn-Dixie/Movie Gallery Shopping Center 2625 Highway 14                      Millbrook            AL    36022
   54         2     Oak Pointe Apartments                    469-497 Oakdale Road                 Atlanta              GA    30307
   55         2     Greyeagle Apartments                     4551 Old Spartanburg Road            Taylors              SC    29687
   56         1     Northcrest I & II                        7505-7577 & 7351-7379 Washington     Edina                MN    55439
                                                             Avenue South
   57         1     Airport Cinema 12                        409 Aviation Boulevard               Santa Rosa           CA    95403
   58         1     Alafaya Village Shopping Center          11762 E. Colonial Drive              Orlando              FL    32817
   59         1     Ventana Plaza                            5415-5455 North Kolb Road            Tucson               AZ    85750
   60         2     Cornerstone Apartments Phase II          1337 N. Fiddlesticks Place; 2421     Fayetteville         AR    72703
                                                             Cornerstone Place; 1302,1303,1324,
                                                             and 1343 England Links; and
                                                             2425,2474, and 2483 Newport Drive
   61         2     Carolina Crossing Apartments             702 Edwards Road                     Greenville           SC    29615
   62         1     Borders Books & Music - McHenry, IL      2221 Richmond Road                   McHenry              IL    60050
   63         1     Walgreens - St. Paul, MN                 SWC White Bear Avenue & Larpentuer   St. Paul             MN    55106
                                                             Avenue
   64         1     Osco Drug Store - Chicago, IL            2722 North Central Avenue            Chicago              IL    60639
   65         1     High Pointe Centre                       800 Lake Murray Boulevard            Irmo                 SC    29063
   66         1     Walgreens - Sherwood, OR                 21065 SW Pacific Highway             Sherwood             OR    97140
   67         1     Walgreens - Hampton, VA                  235 East Mercury Boulevard           Hampton              VA    23669
   68         1     Panola Road Shopping Center              3020, 3040 and 3054 Panola Road      Lithonia             GA    30038
   69         1     Bloomfield Plaza Shopping Center         796-824 Park Avenue                  Bloomfield           CT    06002
   70         1     One Michigan Place                       31260 Michigan Avenue                Westland             MI    48186
   71         1     Walgreens - Hot Springs, AR              1400 Albert Pike Road                Hot Springs          AR    71901
   72         1     Walgreens - Seattle, WA                  9400 16th Avenue S.W.                Seattle              WA    98106
   73         2     Manor IV Apartments                      2600 Old Hapeville Road SW           Atlanta              GA    30315
   74         1     Shops at Westwood                        16255 West 64th Avenue               Arvada               CO    80007
   75         1     Office Max - Sacramento, CA              1707 J Street                        Sacramento           CA    95814
   76         1     Walgreens - Loveland, OH                 10529 Loveland-Madeira Road          Loveland             OH    45140
   77         2     Carisbrooke Apartments Phase I           2401, 2403, 2405 Carisbrooke Drive   Champaign            IL    61820
                                                             & 23 Thatchem Drive
   78         1     Beaulieu Oaks Townhomes                  9804-9852 Whitfield Avenue           Savannah             GA    31406
   79         1     Meadowlark Apartments                    4201 Meadowlark Lane SE              Rio Rancho           NM    87124
   80         1     Creekwood Village at Skippack Mobile     4679 Perkiomen Creek Road            Skippack Township    PA    19473
                    Home Park
   81         1     Campus Walk Shopping Center              2551 Drew Street                     Clearwater           FL    33765
   82         1     Walgreens - Jacksonville, FL             866 Dunn Avenue                      Jacksonville         FL    32208
   83         1     Indian Trail Center                      5151 and 5161 Brook Hollow Parkway   Norcross             GA    30071
   84         1     Walgreens - Saginaw, MI                  3434 East Genesee Avenue             Saginaw              MI    48601
   85         1     Walgreens - La Marque, TX                1801 FM 1765                         La Marque            TX    77568
   86         2     Hickory Ridge Apartments                 2413 Wade Hampton Boulevard          Greenville           SC    29615
   87         1     Eckerd - Mt. Pleasant, TX                601 South Jefferson Avenue           Mt. Pleasant         TX    75455
   88         1     CVS - Hamilton, OH                       1115 High Street                     Hamilton             OH    45011
   89         2     Windfield West II Apartments             25, 75 & 105 SE Windfield Parkway    Waukee               IA    50263
   90         1     GSA Building                             8760 Mid South Drive                 Olive Branch         MS    38654
   91         1     Office Depot - London, KY                1824 Highway 192 West                London               KY    40741
   92         1     Eckerd - Kilgore, TX                     1000 Stone Road                      Kilgore              TX    75662
   93         2     Waldorf Creek Apartments                 4663 Waldrop Drive                   Forest Park          GA    30297
   94         1     CVS - Mechanicville, NY                  12 South Central Avenue              Mechanicville        NY    12118
   95         1     Office Depot - Laurel, MS                1660 Highway 15 North                Laurel               MS    39440
   96         1     Walgreens - Tulsa, OK                    6415 East Pine Street                Tulsa                OK    74115
   97         1     Walgreens - Broken Arrow, OK             701 West Houston Street              Broken Arrow         OK    74012
   98         1     Eckerd - San Antonio, TX                 4805 Medical Drive                   San Antonio          TX    78229
   99         1     Payless Shoes Retail Building            4732 Devine Street                   Columbia             SC    29209
  100         1     Checker Auto Parts - Rock Springs, WY    1265 Dewar Drive                     Rock Springs         WY    82901
  101         1     Checker Auto Parts - Silver City, NM     2441 Highway 180                     Silver City          NM    88061
  102         1     Checker Auto Parts - Lamar, CO           421 North Main Street                Lamar                CO    81052


<CAPTION>
Mortgage                               Cut-Off Date
  Loan                                 Loan Balance                   Monthly P&I
 Number      County                        ($)                        Payments ($)                       Grace Days
------------------------------------------------------------------------------------------------------------------------------------
  <S>      <C>                        <C>                              <C>                     <C>
    1      New York                   143,333,333.00                   796,319.45                             0
    2      Palm Beach                 105,000,000.00                   646,503.06                             0
    3      New York                   100,000,000.00                   618,930.85                             0
   N/A     New York                    24,000,000.00                   148,543.40                             0

    4      Fulton                      80,000,000.00                   460,301.99                             0
    5      Cook                        80,000,000.00                       IO                                 0
    6      New York                    49,000,000.00                       IO                                 0
    7      Orange                      45,000,000.00                   262,036.33                             0
    8      Palm Beach                  30,350,000.00                   177,307.21                 5 days for 1st time late

    9      Los Angeles                 27,500,000.00                   156,832.83                             0
   10      Broward                     27,475,431.54                   159,784.43              0 to default, 5 to late charge
   11      Fairfax                     23,558,899.05                   138,774.44                             5
   12      Maricopa                    23,500,000.00                   129,767.87                             0
   13      Atlantic                    21,500,000.00                   119,257.02                             0
   14      Osceola                     19,500,000.00                   111,945.40                             0
   15      Cabell                      18,384,628.67                   109,962.66                             0
   16      Hunterdon                   16,500,000.00                    96,289.52                             0
   17      Dallas                      15,000,000.00                    84,136.01                             0
   18      Montgomery                  14,877,865.60                    89,886.67                             5
   19      Snohomish                   13,770,919.14                    78,844.14                             0
   20      Palm Beach                  13,318,520.95                    77,154.78                             5
   21      Utah                        13,075,815.02                    75,121.76                             0
   22      Clark                       12,947,489.61                    72,774.39                             0
   23      Broward                     12,600,000.00                    71,541.41                             0
   24      Monroe                      11,988,566.81                    87,899.86                             0
   25      Bartholomew                 11,840,000.00                    66,559.17                             0
   26      Clark                       11,748,647.98                    66,036.02                             0
   27      Orange                      11,500,000.00                    66,527.58                             0
   28      Palm Beach                  11,000,000.00                    62,112.15                 0 for monthly pmts, 2 for
                                                                                                balloon pmt on maturity date
   29      Clark                       10,589,817.89                    59,654.67                             0
   30      Jefferson                   10,140,250.15                    57,122.16                             0
   31      Los Angeles                 10,000,000.00                    57,534.08                             0
   32      New York                    10,000,000.00                        IO                                0
   33      Baltimore                    9,734,635.97                    59,715.73                             5

   34      Brevard                      9,503,946.06                    74,668.05                             0
   35      Los Angeles                  9,250,000.00                    53,452.80                             0
   36      Clark                        8,621,669.39                    48,460.11                             0
   37      Clayton                      8,592,414.09                    50,241.91                             0
   38      Baltimore                    8,591,900.71                    48,829.85                             5
   39      Middlesex                    7,969,565.36                    46,229.45                             5
   40      Cook                         7,800,000.00                    46,164.87                             0
   41      Greenville                   7,500,000.00                    41,368.84                             0
   42      Sumter                       7,500,000.00                    52,442.41                             0
   43      Rockdale                     7,393,030.83                    42,016.39                             0
   44      Maricopa                     7,274,045.20                    43,881.58                             5
   45      Adams                        6,750,000.00                    38,241.10                             0
   46      Greenville                   6,650,000.00                    36,680.37                             0
   47      Miami-Dade                   6,594,615.71                    39,825.29                             0
   48      Ada                          6,225,000.00                    34,645.07                             0
   49      Henry                        6,100,000.00                    25,264.17                             0
   50      District of                  5,592,000.00                    30,361.75                             5
           Columbia
   51      Orange                       4,990,423.26                    28,706.75                             0
   52      Escambia                     4,988,953.96                    30,825.74                             0
   53      Elmore                       4,960,000.00                    29,039.81                             0
   54      DeKalb                       4,800,000.00                    30,371.39                             0
   55      Greenville                   4,750,000.00                    26,200.26                             0
   56      Hennepin                     4,738,589.87                    31,540.14                             0

   57      Sonoma                       4,584,247.73                    35,857.29                             5
   58      Orange                       4,238,635.25                    25,453.58                             0
   59      Pima                         4,193,183.85                    25,424.66                             0
   60      Washington                   4,066,963.51                    30,073.18                             0



   61      Greenville                   4,050,000.00                    22,339.17                             0
   62      McHenry                      3,996,344.15                    23,013.63                             0
   63      Ramsey                       3,897,082.49                    24,343.68                             0

   64      Cook                         3,795,197.21                    24,599.73                             0
   65      Richland                     3,748,344.95                    29,980.87                             0
   66      Washington                   3,700,000.00                    21,287.61                             0
   67      Hampton City                 3,629,130.53                    22,197.76                             0
   68      Dekalb                       3,492,552.08                    24,175.00                             0
   69      Hartford                     3,447,072.34                    20,485.29                             0
   70      Wayne                        3,445,622.42                    22,291.71                             0
   71      Garland                      3,374,000.00                    20,293.96                             0
   72      King                         3,349,500.00                        IO                                0
   73      Fulton                       3,156,964.58                    17,783.84                             0
   74      Jefferson                    3,035,358.88                    17,779.60                             0
   75      Sacramento                   3,021,773.68                    23,726.56                            10
   76      Hamilton                     2,996,871.69                    16,251.64                             0
   77      Champaign                    2,994,489.14                    17,241.29                             0

   78      Chatham                      2,828,000.00                    16,882.63                             0
   79      Sandoval                     2,557,878.18                    15,348.49                             0
   80      Montgomery                   2,557,666.13                    14,744.89                             0

   81      Pinellas                     2,543,068.42                    15,157.63                             0
   82      Duval                        2,510,750.00                        IO                                0
   83      Gwinnett                     2,350,000.00                    15,342.83                             0
   84      Saginaw                      2,282,500.00                        IO                                0
   85      Galveston                    2,277,000.00                        IO                                0
   86      Greenville                   2,150,000.00                    11,859.07                             0
   87      Titus                        2,118,008.72                    13,957.81                             5
   88      Butler                       1,787,500.00                        IO                                0
   89      Dallas                       1,747,489.25                    11,107.27                             0
   90      Desoto                       1,692,093.16                    10,061.58                             0
   91      Laurel                       1,680,000.00                        IO                                0
   92      Gregg                        1,674,704.55                    11,036.41                             5
   93      Clayton                      1,300,000.00                     6,946.94                             0
   94      Saratoga                     1,290,000.00                        IO                                0
   95      Jones                        1,270,000.00                        IO                                0
   96      Tulsa                        1,215,500.00                        IO                                0
   97      Tulsa                        1,127,500.00                        IO                                0
   98      Bexar                        1,004,822.80                     6,621.84                             5
   99      Richland                       860,000.00                        IO                                0
  100      Sweetwater                     459,630.81                     4,984.93                            10
  101      Grant                          450,558.11                     4,886.53                            10
  102      Prowers                        280,588.68                     3,365.02                            10
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   In addition to any such escrows funded at loan closing for potential
      TI/LC, these Mortgage Loans require funds to be escrowed during some or
      all of the loan term for TI/LC expenses, which may be incurred during the
      loan term. In certain instances, escrowed funds may be released to the
      borrower upon satisfaction of certain leasing conditions.
<PAGE>
<TABLE>
<CAPTION>
Mortgage   Loan                                                                     Original Term to     Remaining Term to
  Loan    Group                                Mortgage    Number of      Unit of   Maturity or ARD      Maturity or ARD
 Number   Number      Property Name            Rate (%)      Units        Measure      (Mos.)                (Mos.)
---------------------------------------------------------------------------------------------------------------------------
<S>         <C>     <C>                         <C>         <C>            <C>            <C>                   <C>
  1          1      11 Madison Avenue           5.3043%     2,256,552      Sq. Ft.        120                   119
  2          1      Phillips Point Office       6.2500%     421,650        Sq. Ft.        120                   118
                    Building
  3          1      Starrett-Lehigh Building    5.7600%     2,319,634      Sq. Ft.        121                   120
 N/A        N/A     Starrett-Lehigh Building    5.7600%     2,319,634      Sq. Ft.        121                   120
                    Subordinate Loan
  4          1      IBM Center                  5.3600%     784,700        Sq. Ft.        129                   127
  5          1      North Riverside Park Mall   5.3200%     440,421        Sq. Ft.        120                   120
  6          1      520 Eighth Avenue           4.8000%     739,718        Sq. Ft.        120                   120
  7          2      Villa Del Sol Apartments    5.7300%     562            Units          120                   118
  8          1      Pine Trail Square           5.7600%     269,576        Sq. Ft.        120                   120
  9          1      Pacific Center              5.5400%     403,312        Sq. Ft.        60                    58
 10          1      Bal Harbour Square          5.7100%     138,594        Sq. Ft.        120                   119
 11          1      Fairfax Corner-Bldg D       5.8200%     129,107        Sq. Ft.        120                   118
 12          2      Indigo Creek Apartments     5.2500%     408            Units          84                    82
 13          2      Sunrise Bay Apartments      5.2900%     313            Units          120                   120
 14          2      Caribbean Isle Apartments   5.6000%     448            Units          84                    84
 15          1      Merritt Creek Farm          5.9700%     256,953        Sq. Ft.        120                   119
                    Shopping Center
 16          1      Flemington Mall             5.7500%     234,129        Sq. Ft.        120                   120
 17          2      Summit San Raphael          5.3900%     222            Units          84                    83
                    Apartments
 18          1      Festival Plaza              6.0640%     108,118        Sq. Ft.        120                   119
 19          1      840 North Broadway          5.5400%     111,908        Sq. Ft.        60                    56
 20          1      Villas of Juno Luxury       5.6100%     123            Units          120                   112
                    Apartments
 21          2      Village Park Apartments     5.5900%     192            Units          120                   118
 22          2      La Ventana Apartment        5.4000%     256            Units          60                    59
                    Homes
 23          2      Forest Park Apartments      5.5000%     188            Units          60                    58
 24          1      Little Palm Island Resort   7.4000%     30             Rooms          96                    95
 25          2      Westwood Pines Apartments   5.4100%     202            Units          84                    84
 26          2      Silver Shadow Apartments    5.4000%     200            Units          60                    59
 27          1      Aliso Viejo Plaza           5.6700%     38,600         Sq. Ft.        120                   120
 28          1      Shops of San Marco          5.4500%     91,536         Sq. Ft.        120                   119
 29          2      Cypress Point Apartments    5.4200%     212            Units          120                   119
 30          2      Cedarbrook Apartments       5.4200%     320            Units          84                    83
 31          1      Studio Village Shopping     5.6200%     203,345        Sq. Ft.        84                    84
                    Center
 32          1      The Meurice                 5.4500%     108            Units          120                   120
 33          1      Cranbrook Plaza             6.2000%     121,293        Sq. Ft.        120                   118
 34          1      Hampton Inn - Cocoa         7.1500%     150            Rooms          120                   119
                    Beach, FL
 35          2      Americana Mobile Home       5.6600%     172            Pads           120                   120
                    Park
 36          1      Sunrise Springs             5.4000%     192            Units          60                    59
                    Apartment Homes
 37          1      Lovejoy Station Shopping    5.7600%     77,336         Sq. Ft.        120                   119
                    Center
 38          1      Loch Raven Plaza            5.5000%     150,983        Sq. Ft.        120                   119
 39          1      A & P Plaza                 5.6600%     64,920         Sq. Ft.        120                   116
 40          1      Advocate Medical Office     5.8800%     52,950         Sq. Ft.        120                   120
                    Building
 41          1      Haywood Pointe Apartments   5.2400%     216            Units          84                    82
 42          1      Wesmark Plaza               5.7000%     202,364        Sq. Ft.        120                   120
 43          1      Conyers Plaza II            5.5000%     51,783         Sq. Ft.        64                    63
                    Shopping Center
 44          1      Arrowhead Crossing          6.0500%     60,547         Sq. Ft.        120                   119
 45          1      Village at Park Centre      5.4800%     38,743         Sq. Ft.        96                    96
 46          2      Gleneagle Apartments        5.2400%     192            Units          84                    82
 47          1      Jefferson Plaza             6.0600%     50,748         Sq. Ft.        120                   119
 48          1      INS Building - Boise, ID    5.3200%     30,421         Sq. Ft.        72                    69
 49          1      Shoppes at Lake Dow         4.9700%     73,271         Sq. Ft.        84                    82
 50          1      Carpenter's Office          5.1000%     39,815         Sq. Ft.        84                    81
                    Building
 51          1      Lee Road Shopping Center    5.6100%     169,490        Sq. Ft.        72                    71
 52          1      Cordova Collections         5.8800%     92,012         Sq. Ft.        120                   118
                    Shopping Center
 53          1      Winn-Dixie/Movie Gallery    5.7800%     50,002         Sq. Ft.        120                   120
                    Shopping Center
 54          2      Oak Pointe Apartments       5.8100%     114            Units          120                   118
 55          2      Greyeagle Apartments        5.2400%     156            Units          84                    82
 56          1      Northcrest I & II           6.3200%     151,369        Sq. Ft.        120                   118
 57          1      Airport Cinema 12           7.0700%     38,802         Sq. Ft.        120                   118
 58          1      Alafaya Village Shopping    5.9900%     39,477         Sq. Ft.        120                   117
                    Center
 59          1      Ventana Plaza               6.0900%     32,282         Sq. Ft.        120                   118
 60          2      Cornerstone Apartments      6.2800%     108            Units          240                   239
                    Phase II
 61          2      Carolina Crossing           5.2400%     156            Units          84                    82
                    Apartments
 62          1      Borders Books & Music -     5.6200%     23,800         Sq. Ft.        120                   119
                    McHenry, IL
 63          1      Walgreens - St. Paul, MN    6.3800%     14,490         Sq. Ft.        120                   119
 64          1      Osco Drug Store -           6.0500%     13,700         Sq. Ft.        120                   119
                    Chicago, IL
 65          1      High Pointe Centre          5.6600%     61,736         Sq. Ft.        192                   191
 66          1      Walgreens - Sherwood, OR    5.6200%     14,560         Sq. Ft.        120                   120
 67          1      Walgreens - Hampton, VA     6.1800%     13,650         Sq. Ft.        120                   119
 68          1      Panola Road Shopping        5.5500%     27,312         Sq. Ft.        120                   119
                    Center
 69          1      Bloomfield Plaza            5.9100%     20,300         Sq. Ft.        120                   119
                    Shopping Center
 70          1      One Michigan Place          6.0300%     43,860         Sq. Ft.        120                   119
 71          1      Walgreens - Hot Springs,    6.0300%     14,259         Sq. Ft.        120                   120
                    AR
 72          1      Walgreens - Seattle, WA     4.2900%     14,410         Sq. Ft.        60                    58
 73          2      Manor IV Apartments         5.4200%     80             Units          60                    59
 74          1      Shops at Westwood           5.7400%     22,736         Sq. Ft.        84                    79
 75          1      Office Max - Sacramento,    8.4500%     23,500         Sq. Ft.        120                   77
                    CA
 76          1      Walgreens - Loveland, OH    5.0800%     14,490         Sq. Ft.        84                    83
 77          2      Carisbrooke Apartments      5.6100%     64             Units          120                   118
                    Phase I
 78          1      Beaulieu Oaks Townhomes     5.9600%     47             Units          120                   119
 79          1      Meadowlark Apartments       6.0000%     72             Units          120                   119
 80          1      Creekwood Village at        5.6300%     80             Pads           120                   119
                    Skippack Mobile Home Park
 81          1      Campus Walk Shopping        5.9200%     30,664         Sq. Ft.        120                   117
                    Center
 82          1      Walgreens -                 4.2900%     15,120         Sq. Ft.        60                    58
                    Jacksonville, FL
 83          1      Indian Trail Center         6.1400%     46,236         Sq. Ft.        120                   118
 84          1      Walgreens - Saginaw, MI     4.2900%     15,120         Sq. Ft.        60                    58
 85          1      Walgreens - La Marque, TX   4.2900%     15,120         Sq. Ft.        60                    58
 86          2      Hickory Ridge Apartments    5.2400%     90             Units          84                    82
 87          1      Eckerd - Mt. Pleasant, TX   6.0800%     10,908         Sq. Ft.        108                   97
 88          1      CVS - Hamilton, OH          4.2900%     11,180         Sq. Ft.        60                    58
 89          2      Windfield West II           6.5400%     48             Units          180                   178
                    Apartments
 90          1      GSA Building                5.8800%     11,388         Sq. Ft.        84                    79
 91          1      Office Depot - London, KY   4.2900%     20,468         Sq. Ft.        60                    58
 92          1      Eckerd - Kilgore, TX        6.0800%     10,908         Sq. Ft.        108                   97
 93          2      Waldorf Creek Apartments    4.9600%     92             Units          60                    60
 94          1      CVS - Mechanicville, NY     4.2900%     10,125         Sq. Ft.        60                    58
 95          1      Office Depot - Laurel, MS   4.2900%     20,515         Sq. Ft.        60                    58
 96          1      Walgreens - Tulsa, OK       4.2900%     13,000         Sq. Ft.        60                    58
 97          1      Walgreens - Broken          4.2900%     13,000         Sq. Ft.        60                    58
                    Arrow, OK
 98          1      Eckerd - San Antonio, TX    6.0800%     10,908         Sq. Ft.        108                   97
 99          1      Payless Shoes Retail        4.2900%     5,534          Sq. Ft.        60                    58
                    Building
100          1      Checker Auto Parts -        8.5000%     7,000          Sq. Ft.        204                   150
                    Rock Springs, WY
101          1      Checker Auto Parts -        8.5000%     7,000          Sq. Ft.        204                   150
                    Silver City, NM
102          1      Checker Auto Parts -        8.1000%     6,000          Sq. Ft.        180                   123
                    Lamar, CO


<CAPTION>
Mortgage
  Loan       Maturity Date                 Original Amort      Remaining Amort                           Master Servicing Fee
 Number         or ARD                       Term (Mos.)         Term (Mos.)          Ground Lease               Rate
-----------------------------------------------------------------------------------------------------------------------------
<S>          <C>                                <C>                 <C>                   <C>                 <C>
  1          11-Jan-2014                        360                 360                   N                   0.04000%
  2          11-Dec-2013                        360                 360                   N                   0.04000%

  3          11-Feb-2014                        312                 312                   N                   0.04000%
 N/A         11-Feb-2014                        312                 312                   N                   0.00000%

  4          11-Sep-2014                        336                 336                   N                   0.04000%
  5          11-Feb-2014                        IO                  IO                    N                   0.04000%
  6          11-Feb-2014                        IO                  IO                    N                   0.04000%
  7          11-Dec-2013                        360                 360                   N                   0.04000%
  8          11-Feb-2014                        360                 360                   Y                   0.04000%
  9          11-Dec-2008                        360                 360                   N                   0.04000%
 10          11-Jan-2014                        360                 359                   N                   0.04000%
 11          1-Dec-2013                         360                 358                   N                   0.04000%
 12          11-Dec-2010                        360                 360                   N                   0.04000%
 13          11-Feb-2014                        360                 360                   N                   0.04000%
 14          11-Feb-2011                        360                 360                   N                   0.04000%
 15          11-Jan-2014                        360                 359                   N                   0.04000%

 16          11-Feb-2014                        360                 360                   N                   0.04000%
 17          11-Jan-2011                        360                 360                   N                   0.04000%

 18          1-Jan-2014                         360                 359                   N                   0.10000%
 19          11-Oct-2008                        360                 356                   N                   0.04000%
 20          1-Jun-2013                         360                 352                   N                   0.04000%

 21          11-Dec-2013                        360                 358                   N                   0.04000%
 22          11-Jan-2009                        360                 359                   N                   0.04000%

 23          11-Dec-2008                        360                 360                   N                   0.04000%
 24          11-Jan-2012                        300                 299                   Y                   0.04000%
 25          11-Feb-2011                        360                 360                   N                   0.04000%
 26          11-Jan-2009                        360                 359                   N                   0.04000%
 27          11-Feb-2014                        360                 360                   N                   0.04000%
 28          11-Jan-2014                        360                 360                   N                   0.04000%
 29          11-Jan-2014                        360                 359                   N                   0.04000%
 30          11-Jan-2011                        360                 359                   N                   0.04000%
 31          11-Feb-2011                        360                 360                   N                   0.04000%

 32          11-Feb-2014                        IO                  IO                    N                   0.04000%
 33          1-Dec-2013                         360                 358                   N                   0.04000%
 34          11-Jan-2014                        240                 239                   N                   0.04000%

 35          11-Feb-2014                        360                 360                   N                   0.04000%

 36          11-Jan-2009                        360                 359                   N                   0.04000%

 37          11-Jan-2014                        360                 359                   N                   0.04000%

 38          1-Jan-2014                         360                 359                   N                   0.04000%
 39          1-Oct-2013                         360                 356                   N                   0.04000%
 40          11-Feb-2014                        360                 360                   Y                   0.04000%

 41          11-Dec-2010                        360                 360                   N                   0.04000%
 42          11-Feb-2014                        240                 240                   N                   0.04000%
 43          11-May-2009                        360                 359                   N                   0.04000%

 44          1-Jan-2014                         360                 359                   N                   0.10000%
 45          11-Feb-2012                        360                 360                   N                   0.04000%
 46          11-Dec-2010                        360                 360                   N                   0.04000%
 47          11-Jan-2014                        360                 359                   N                   0.04000%
 48          11-Nov-2009                        360                 360                   N                   0.04000%
 49          11-Dec-2010                        IO                  IO                    N                   0.04000%
 50          1-Nov-2010                         360                 360                   N                   0.10000%

 51          11-Jan-2010                        360                 359                   N                   0.04000%
 52          11-Dec-2013                        324                 322                   N                   0.04000%

 53          11-Feb-2014                        360                 360                   N                   0.04000%

 54          11-Dec-2013                        300                 300                   N                   0.04000%
 55          11-Dec-2010                        360                 360                   N                   0.04000%
 56          11-Dec-2013                        300                 298                   N                   0.04000%
 57          1-Dec-2013                         240                 238                   N                   0.10000%
 58          11-Nov-2013                        360                 357                   N                   0.04000%

 59          11-Dec-2013                        360                 358                   N                   0.04000%
 60          11-Jan-2024                        240                 239                   N                   0.09000%

 61          11-Dec-2010                        360                 360                   N                   0.04000%

 62          11-Jan-2014                        360                 359                   N                   0.04000%

 63          11-Jan-2014                        360                 359                   N                   0.04000%
 64          11-Jan-2014                        300                 299                   N                   0.04000%

 65          11-Jan-2020                        192                 191                   N                   0.10000%
 66          11-Feb-2014                        360                 360                   N                   0.04000%
 67          11-Jan-2014                        360                 359                   N                   0.04000%
 68          11-Jan-2014                        240                 239                   N                   0.04000%

 69          11-Jan-2014                        360                 359                   N                   0.04000%

 70          11-Jan-2014                        300                 299                   Y                   0.04000%
 71          11-Feb-2014                        360                 360                   N                   0.04000%

 72          11-Dec-2008                        IO                  IO                    N                   0.04000%
 73          11-Jan-2009                        360                 359                   N                   0.04000%
 74          11-Sep-2010                        360                 355                   N                   0.04000%
 75          1-Jul-2010                         360                 317                   N                   0.04000%

 76          11-Jan-2011                        360                 359                   N                   0.04000%
 77          11-Dec-2013                        360                 358                   N                   0.04000%

 78          11-Jan-2014                        360                 360                   N                   0.04000%
 79          11-Jan-2014                        360                 359                   N                   0.04000%
 80          11-Jan-2014                        360                 359                   N                   0.04000%

 81          11-Nov-2013                        360                 357                   N                   0.04000%

 82          11-Dec-2008                        IO                  IO                    N                   0.04000%

 83          11-Dec-2013                        300                 300                   N                   0.04000%
 84          11-Dec-2008                        IO                  IO                    N                   0.04000%
 85          11-Dec-2008                        IO                  IO                    N                   0.04000%
 86          11-Dec-2010                        360                 360                   N                   0.04000%
 87          1-Mar-2012                         300                 289                   N                   0.07000%
 88          11-Dec-2008                        IO                  IO                    N                   0.04000%
 89          11-Dec-2018                        360                 358                   N                   0.04000%

 90          11-Sep-2010                        360                 355                   N                   0.04000%
 91          11-Dec-2008                        IO                  IO                    N                   0.04000%
 92          1-Mar-2012                         300                 289                   N                   0.07000%
 93          11-Feb-2009                        360                 360                   N                   0.04000%
 94          11-Dec-2008                        IO                  IO                    N                   0.04000%
 95          11-Dec-2008                        IO                  IO                    N                   0.04000%
 96          11-Dec-2008                        IO                  IO                    N                   0.04000%
 97          11-Dec-2008                        IO                  IO                    N                   0.04000%

 98          1-Mar-2012                         300                 289                   Y                   0.07000%
 99          11-Dec-2008                        IO                  IO                    N                   0.04000%

100          1-Aug-2016                         204                 150                   N                   0.04000%

101          1-Aug-2016                         204                 150                   N                   0.04000%

102          1-May-2014                         180                 123                   N                   0.04000%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   In addition to any such escrows funded at loan closing for potential
      TI/LC, these Mortgage Loans require funds to be escrowed during some or
      all of the loan term for TI/LC expenses, which may be incurred during the
      loan term. In certain instances, escrowed funds may be released to the
      borrower upon satisfaction of certain leasing conditions.
<PAGE>
<TABLE>
<CAPTION>
Mortgage    Loan
  Loan     Group
 Number    Number          Property Name                     ARD Loans        Anticipated Repayment Date
-----------------------------------------------------------------------------------------------------------
<S>         <C>     <C>                                         <C>                  <C>
  1          1      11 Madison Avenue                           Y                    11-Jan-2014
  2          1      Phillips Point Office Building              N
  3          1      Starrett-Lehigh Building                    Y                    11-Feb-2014
 N/A        N/A     Starrett-Lehigh Building                    Y                    11-Feb-2014
                    Subordinate Loan
  4          1      IBM Center                                  N
  5          1      North Riverside Park Mall                   N
  6          1      520 Eighth Avenue                           N
  7          2      Villa Del Sol Apartments                    Y                    11-Dec-2013
  8          1      Pine Trail Square                           Y                    11-Feb-2014
  9          1      Pacific Center                              Y                    11-Dec-2008


 10          1      Bal Harbour Square                          Y                    11-Jan-2014
 11          1      Fairfax Corner-Bldg D                       N
 12          2      Indigo Creek Apartments                     N
 13          2      Sunrise Bay Apartments                      Y                    11-Feb-2014
 14          2      Caribbean Isle Apartments                   Y                    11-Feb-2011

 15          1      Merritt Creek Farm Shopping Center          Y                    11-Jan-2014
 16          1      Flemington Mall                             N
 17          2      Summit San Raphael Apartments               Y                    11-Jan-2011
 18          1      Festival Plaza                              N
 19          1      840 North Broadway                          Y                    11-Oct-2008
 20          1      Villas of Juno Luxury Apartments            N
 21          2      Village Park Apartments                     Y                    11-Dec-2013
 22          2      La Ventana Apartment Homes                  Y                    11-Jan-2009
 23          2      Forest Park Apartments                      Y                    11-Dec-2008

 24          1      Little Palm Island Resort                   Y                    11-Jan-2012
 25          2      Westwood Pines Apartments                   Y                    11-Feb-2011
 26          2      Silver Shadow Apartments                    Y                    11-Jan-2009
 27          1      Aliso Viejo Plaza                           Y                    11-Feb-2014
 28          1      Shops of San Marco                          N
 29          2      Cypress Point Apartments                    Y                    11-Jan-2014
 30          2      Cedarbrook Apartments                       N
 31          1      Studio Village Shopping Center              Y                    11-Feb-2011

 32          1      The Meurice                                 N
 33          1      Cranbrook Plaza                             N
 34          1      Hampton Inn - Cocoa Beach, FL               Y                    11-Jan-2014
 35          2      Americana Mobile Home Park                  Y                    11-Feb-2014
 36          1      Sunrise Springs Apartment Homes             Y                    11-Jan-2009
 37          1      Lovejoy Station Shopping Center             Y                    11-Jan-2014
 38          1      Loch Raven Plaza                            N
 39          1      A & P Plaza                                 N
 40          1      Advocate Medical Office Building            N
 41          1      Haywood Pointe Apartments                   Y                    11-Dec-2010
 42          1      Wesmark Plaza                               N
 43          1      Conyers Plaza II Shopping Center            Y                    11-May-2009
 44          1      Arrowhead Crossing                          N
 45          1      Village at Park Centre                      N
 46          2      Gleneagle Apartments                        Y                    11-Dec-2010
 47          1      Jefferson Plaza                             Y                    11-Jan-2014
 48          1      INS Building - Boise, ID                    Y                    11-Nov-2009
 49          1      Shoppes at Lake Dow                         N
 50          1      Carpenter's Office Building                 N
 51          1      Lee Road Shopping Center                    Y                    11-Jan-2010
 52          1      Cordova Collections Shopping Center         N
 53          1      Winn-Dixie/Movie Gallery Shopping           Y                    11-Feb-2014
                    Center
 54          2      Oak Pointe Apartments                       N
 55          2      Greyeagle Apartments                        Y                    11-Dec-2010
 56          1      Northcrest I & II                           Y                    11-Dec-2013
 57          1      Airport Cinema 12                           N
 58          1      Alafaya Village Shopping Center             N
 59          1      Ventana Plaza                               N
 60          2      Cornerstone Apartments Phase II             N
 61          2      Carolina Crossing Apartments                Y                    11-Dec-2010
 62          1      Borders Books & Music - McHenry, IL         Y                    11-Jan-2014
 63          1      Walgreens - St. Paul, MN                    Y                    11-Jan-2014
 64          1      Osco Drug Store - Chicago, IL               N
 65          1      High Pointe Centre                          N
 66          1      Walgreens - Sherwood, OR                    N
 67          1      Walgreens - Hampton, VA                     Y                    11-Jan-2014

 68          1      Panola Road Shopping Center                 N
 69          1      Bloomfield Plaza Shopping Center            Y                    11-Jan-2014
 70          1      One Michigan Place                          N
 71          1      Walgreens - Hot Springs, AR                 Y                    11-Feb-2014

 72          1      Walgreens - Seattle, WA                     Y                    11-Dec-2008
 73          2      Manor IV Apartments                         N
 74          1      Shops at Westwood                           N
 75          1      Office Max - Sacramento, CA                 N
 76          1      Walgreens - Loveland, OH                    Y                    11-Jan-2011
 77          2      Carisbrooke Apartments Phase I              Y                    11-Dec-2013
 78          1      Beaulieu Oaks Townhomes                     N
 79          1      Meadowlark Apartments                       Y                    11-Jan-2014
 80          1      Creekwood Village at Skippack               Y                    11-Jan-2014
                    Mobile Home Park
 81          1      Campus Walk Shopping Center                 N
 82          1      Walgreens - Jacksonville, FL                Y                    11-Dec-2008
 83          1      Indian Trail Center                         N
 84          1      Walgreens - Saginaw, MI                     Y                    11-Dec-2008
 85          1      Walgreens - La Marque, TX                   Y                    11-Dec-2008
 86          2      Hickory Ridge Apartments                    Y                    11-Dec-2010
 87          1      Eckerd - Mt. Pleasant, TX                   N
 88          1      CVS - Hamilton, OH                          Y                    11-Dec-2008
 89          2      Windfield West II Apartments                N
 90          1      GSA Building                                Y                    11-Sep-2010
 91          1      Office Depot - London, KY                   Y                    11-Dec-2008
 92          1      Eckerd - Kilgore, TX                        N
 93          2      Waldorf Creek Apartments                    N
 94          1      CVS - Mechanicville, NY                     Y                    11-Dec-2008
 95          1      Office Depot - Laurel, MS                   Y                    11-Dec-2008
 96          1      Walgreens - Tulsa, OK                       Y                    11-Dec-2008
 97          1      Walgreens - Broken Arrow, OK                Y                    11-Dec-2008
 98          1      Eckerd - San Antonio, TX                    N
 99          1      Payless Shoes Retail Building               Y                    11-Dec-2008
100          1      Checker Auto Parts - Rock Springs,          N
                    WY
101          1      Checker Auto Parts - Silver City, NM        N
102          1      Checker Auto Parts - Lamar, CO              N


<CAPTION>
Mortgage                                                                                                       Cross Collateralized
  Loan                                                                          Loan        Environmental      and Cross Defaulted
 Number                        Additional Interest Rate                     Originator       Insurance               Loan Flag
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                                                             <C>                <C>        <C>
    1          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N
    2                                                                          Wachovia           N
    3          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N
   N/A         Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N

    4                                                                          Wachovia           N
    5                                                                          Wachovia           N
    6                                                                          Wachovia           N
    7          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
    8          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N
    9          Greater of initial rate plus 2.5% or TCMYI plus 2.5%,           Wachovia           N
               subject to annual increase of .25% and a maximum rate of
               initial rate + 3.0%
   10          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N
   11                                                                          CGM                N
   12                                                                          AMCC               N
   13          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   14          Greater of initial interest rate + 2.5% or TCMYI + 2.5%, in     Wachovia           N
               each case increasing annually by 0.25%
   15          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   16                                                                          Wachovia           N
   17          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   18                                                                          CGM                N
   19          Initial Rate + 2% (7.54%)                                       AMCC               N
   20                                                                          CGM                N
   21          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   22          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   23          Greater of initial interest rate + 2.5% or TCMYI + 2.5%, in     Wachovia           N
               each case increasing annually by 0.25%
   24          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   25          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   26          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   27          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   28                                                                          Wachovia           N
   29          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   30                                                                          Wachovia           N
   31          Greater of initial interest rate + 2.5% or TCMYI + 2.5%, in     Wachovia           N
               each case increasing annually by 0.25%
   32                                                                          Wachovia           N
   33                                                                          CGM                N
   34          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   35          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   36          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   37          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   38                                                                          CGM                N
   39                                                                          CGM                N
   40                                                                          Wachovia           N
   41          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   42                                                                          AMCC               N
   43          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   44                                                                          CGM                N
   45                                                                          AMCC               N
   46          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   47          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   48          Initial Rate + 2% (7.32%)                                       AMCC               N
   49                                                                          Wachovia           N
   50                                                                          CGM                N
   51          Initial Rate + 2% (7.61%)                                       AMCC               N
   52                                                                          Wachovia           N
   53          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N

   54                                                                          AMCC               N
   55          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   56          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   57                                                                          CGM                N
   58                                                                          AMCC               Y
   59                                                                          AMCC               N
   60                                                                          AMCC               N
   61          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   62          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   63          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   64                                                                          AMCC               N
   65                                                                          AMCC               N
   66                                                                          AMCC               N
   67          Greater of initial interest rate + 2.5% or TCMYI + 2.5%, in     Wachovia           N
               each case increasing annually by 0.25%
   68                                                                          AMCC               N
   69          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   70                                                                          Wachovia           N
   71          Greater of initial interest rate + 2.5% or TCMYI + 2.5%, in     Wachovia           N
               each case increasing annually by 0.25%
   72          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   73                                                                          AMCC               N
   74                                                                          AMCC               N
   75                                                                          AMCC               N
   76          Greater of Initial Rate + 2% or Treasury + 3.5%                 AMCC               N
   77          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   78                                                                          AMCC               N
   79          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   80          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N

   81                                                                          AMCC               Y
   82          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   83                                                                          AMCC               N
   84          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   85          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   86          Greater of initial interest rate + 3.0% or TCMYI + 3.0%         Wachovia           N
   87                                                                          CGM                N        Eckerd Portfolio
   88          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   89                                                                          AMCC               N
   90          Initial Rate + 2% (7.88%)                                       AMCC               N
   91          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   92                                                                          CGM                N        Eckerd Portfolio
   93                                                                          AMCC               N
   94          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   95          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   96          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   97          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
   98                                                                          CGM                N        Eckerd Portfolio
   99          Greater of initial interest rate + 2.0% or TCMYI + 2.0%         Wachovia           N        Cole Companies Portfolio
  100                                                                          AMCC               N

  101                                                                          AMCC               N
  102                                                                          AMCC               N
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   In addition to any such escrows funded at loan closing for potential
      TI/LC, these Mortgage Loans require funds to be escrowed during some or
      all of the loan term for TI/LC expenses, which may be incurred during the
      loan term. In certain instances, escrowed funds may be released to the
      borrower upon satisfaction of certain leasing conditions.
<PAGE>
<TABLE>
<CAPTION>
Mortgage     Loan
  Loan      Group                                        Defeasance       Early        Secured      Interest Accrual
 Number     Number          Property Name                  Loan        Defeasance       by LC           Method             Lockbox
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>     <C>                                    <C>            <C>           <C>         <C>                 <C>
   1           1      11 Madison Avenue                      Y              N             N           Actual/360            Day 1
   2           1      Phillips Point Office                  Y              N             N           Actual/360            Day 1
                      Building
   3           1      Starrett-Lehigh Building               Y              N             N           Actual/360            Day 1
  N/A         N/A     Starrett-Lehigh Building               Y              N             N           Actual/360            Day 1
                      Subordinate Loan
   4           1      IBM Center                             Y              N             N           Actual/360            Day 1
   5           1      North Riverside Park Mall              Y              N             N           Actual/360            Day 1
   6           1      520 Eighth Avenue                      Y              N             N           Actual/360            Day 1
   7           2      Villa Del Sol Apartments               Y              N             N           Actual/360          Springing
   8           1      Pine Trail Square                      Y              N             N           Actual/360          Springing
   9           1      Pacific Center                         Y              N             N           Actual/360          Springing
  10           1      Bal Harbour Square                     Y              N             N           Actual/360          Springing
  11           1      Fairfax Corner-Bldg D                  Y              N             N           Actual/360
  12           2      Indigo Creek Apartments                Y              N             N           Actual/360
  13           2      Sunrise Bay Apartments                 Y              N             N           Actual/360          Springing
  14           2      Caribbean Isle Apartments              Y              N             N           Actual/360            Day 1
  15           1      Merritt Creek Farm Shopping            Y              N             N           Actual/360          Springing
                      Center
  16           1      Flemington Mall                        Y              N             N           Actual/360            Day 1
  17           2      Summit San Raphael Apartments          Y              N             N           Actual/360          Springing
  18           1      Festival Plaza                         Y              N             N           Actual/360
  19           1      840 North Broadway                     Y              N             N           Actual/360          Springing
  20           1      Villas of Juno Luxury                  Y              N             N           Actual/360
                      Apartments
  21           2      Village Park Apartments                Y              N             N           Actual/360          Springing
  22           2      La Ventana Apartment Homes             Y              N             N           Actual/360          Springing
  23           2      Forest Park Apartments                 Y              N             N           Actual/360            Day 1
  24           1      Little Palm Island Resort              Y              N             N           Actual/360          Springing
  25           2      Westwood Pines Apartments              Y              N             N           Actual/360          Springing
  26           2      Silver Shadow Apartments               Y              N             N           Actual/360          Springing
  27           1      Aliso Viejo Plaza                      Y              N             N           Actual/360          Springing
  28           1      Shops of San Marco                     N              N             N           30/360
  29           2      Cypress Point Apartments               Y              N             N           Actual/360          Springing
  30           2      Cedarbrook Apartments                  Y              N             N           Actual/360
  31           1      Studio Village Shopping                Y              N             N           Actual/360          Springing
                      Center
  32           1      The Meurice                            Y              N             N           Actual/360
  33           1      Cranbrook Plaza                        Y              N             N           Actual/360
  34           1      Hampton Inn - Cocoa Beach, FL          Y              N             N           Actual/360          Springing
  35           2      Americana Mobile Home Park             Y              N             N           Actual/360          Springing
  36           1      Sunrise Springs Apartment              Y              N             N           Actual/360          Springing
                      Homes
  37           1      Lovejoy Station Shopping               Y              N             N           Actual/360          Springing
                      Center
  38           1      Loch Raven Plaza                       Y              N             N           Actual/360
  39           1      A & P Plaza                            Y              N             N           Actual/360
  40           1      Advocate Medical Office                Y              N             N           Actual/360
                      Building
  41           1      Haywood Pointe Apartments              Y              N             N           Actual/360          Springing
  42           1      Wesmark Plaza                          Y              N             N           Actual/360
  43           1      Conyers Plaza II Shopping              Y              N             N           Actual/360          Springing
                      Center
  44           1      Arrowhead Crossing                     Y              N             N           Actual/360          Springing
  45           1      Village at Park Centre                 Y              N             N           Actual/360
  46           2      Gleneagle Apartments                   Y              N             N           Actual/360          Springing
  47           1      Jefferson Plaza                        Y              N             N           Actual/360          Springing
  48           1      INS Building - Boise, ID               Y              N             N           Actual/360            Day 1
  49           1      Shoppes at Lake Dow                    N              N             N           30/360
  50           1      Carpenter's Office Building            Y              N             N           Actual/360
  51           1      Lee Road Shopping Center               Y              N             N           Actual/360          Springing
  52           1      Cordova Collections Shopping           Y              N             N           Actual/360
                      Center
  53           1      Winn-Dixie/Movie Gallery               Y              N             N           Actual/360          Springing
                      Shopping Center
  54           2      Oak Pointe Apartments                  Y              N             N           Actual/360
  55           2      Greyeagle Apartments                   Y              N             N           Actual/360          Springing
  56           1      Northcrest I & II                      Y              N             N           Actual/360          Springing
  57           1      Airport Cinema 12                      N              N             N           Actual/360
  58           1      Alafaya Village Shopping               Y              N             N           Actual/360
                      Center
  59           1      Ventana Plaza                          Y              N             N           Actual/360
  60           2      Cornerstone Apartments Phase           Y              N             N           Actual/360
                      II
  61           2      Carolina Crossing Apartments           Y              N             N           Actual/360          Springing
  62           1      Borders Books & Music -                Y              N             N           Actual/360          Springing
                      McHenry, IL
  63           1      Walgreens - St. Paul, MN               Y              N             N           Actual/360          Springing
  64           1      Osco Drug Store - Chicago, IL          Y              N             N           Actual/360            Day 1
  65           1      High Pointe Centre                     Y              N             N           Actual/360          Springing
  66           1      Walgreens - Sherwood, OR               Y              N             N           Actual/360
  67           1      Walgreens - Hampton, VA                Y              N             N           Actual/360          Springing
  68           1      Panola Road Shopping Center            Y              N             N           Actual/360
  69           1      Bloomfield Plaza Shopping              Y              N             N           Actual/360          Springing
                      Center
  70           1      One Michigan Place                     Y              N             N           Actual/360
  71           1      Walgreens - Hot Springs, AR            Y              N             N           Actual/360          Springing
  72           1      Walgreens - Seattle, WA                Y              N             N           Actual/360          Springing
  73           2      Manor IV Apartments                    Y              N             N           Actual/360
  74           1      Shops at Westwood                      Y              N             N           Actual/360
  75           1      Office Max - Sacramento, CA            Y              N             N           Actual/360
  76           1      Walgreens - Loveland, OH               Y              N             N           Actual/360          Springing
  77           2      Carisbrooke Apartments Phase           Y              N             N           Actual/360          Springing
                      I
  78           1      Beaulieu Oaks Townhomes                Y              N             N           Actual/360
  79           1      Meadowlark Apartments                  Y              N             N           Actual/360          Springing
  80           1      Creekwood Village at                   Y              N             N           Actual/360          Springing
                      Skippack Mobile Home Park
  81           1      Campus Walk Shopping Center            Y              N             N           Actual/360
  82           1      Walgreens - Jacksonville, FL           Y              N             N           Actual/360          Springing
  83           1      Indian Trail Center                    Y              N             N           Actual/360
  84           1      Walgreens - Saginaw, MI                Y              N             N           Actual/360          Springing
  85           1      Walgreens - La Marque, TX              Y              N             N           Actual/360          Springing
  86           2      Hickory Ridge Apartments               Y              N             N           Actual/360          Springing
  87           1      Eckerd - Mt. Pleasant, TX              Y              N             N           Actual/360            Day 1
  88           1      CVS - Hamilton, OH                     Y              N             N           Actual/360          Springing
  89           2      Windfield West II Apartments           Y              N             N           Actual/360
  90           1      GSA Building                           Y              N             N           Actual/360            Day 1
  91           1      Office Depot - London, KY              Y              N             N           Actual/360          Springing
  92           1      Eckerd - Kilgore, TX                   Y              N             N           Actual/360            Day 1
  93           2      Waldorf Creek Apartments               Y              N             N           Actual/360
  94           1      CVS - Mechanicville, NY                Y              N             N           Actual/360          Springing
  95           1      Office Depot - Laurel, MS              Y              N             N           Actual/360          Springing
  96           1      Walgreens - Tulsa, OK                  Y              N             N           Actual/360          Springing
  97           1      Walgreens - Broken Arrow, OK           Y              N             N           Actual/360          Springing
  98           1      Eckerd - San Antonio, TX               Y              N             N           Actual/360            Day 1
  99           1      Payless Shoes Retail Building          Y              N             N           Actual/360          Springing
 100           1      Checker Auto Parts - Rock              N              N             N           30/360
                      Springs, WY
 101           1      Checker Auto Parts - Silver            N              N             N           30/360
                      City, NM
 102           1      Checker Auto Parts - Lamar,            N              N             N           30/360
                      CO


<CAPTION>
Mortgage
  Loan             Annual Deposit to       Initial Deposit to Capital                                       Ongoing TI/LC
 Number            Replacement Reserve         Improvements Reserve             Initial TI/LC Escrow           Footnote
-----------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                          <C>                            <C>                          <C>
   1                     225,655                                                                                  (1)
   2                      42,336                                                                                  (1)

   3                     347,945                      161,975                        7,000,000                    (1)
  N/A

   4                                                                                                              (1)
   5                      88,084                      500,000                        2,750,000                    (1)
   6                     143,705
   7                     152,940                      25,000
   8                      8,853
   9                     108,036                      108,188                        2,000,000
  10                      20,561                       6,500
  11                      19,366                                                                                  (1)
  12                      83,640                      63,750
  13                      78,500                      24,719
  14                     130,812                      11,050
  15                      25,969

  16                      29,172                                                                                  (1)
  17                      44,400                      25,063
  18                      16,218                                                                                  (1)
  19                      22,382
  20                      30,750

  21                      33,984
  22                      70,596                      26,250
  23                      47,004                      15,938
  24                     600,000                      76,625
  25                      50,500                      43,963
  26                      52,344                       3,750
  27                                                  14,375
  28                                                   3,438
  29                      53,000                      38,786
  30                      80,000                      82,000
  31                      28,896

  32                      33,264                      89,931
  33                      24,259                                                                                  (1)
  34                     108,000                      61,750
  35                      12,900                      35,750
  36                      50,820                       1,875

  37                      7,734                       14,500

  38                      24,156                      121,375                                                     (1)
  39                      12,336                      13,875
  40                      10,590                                                                                  (1)

  41                      54,000                      160,000
  42                      29,380                                                      150,000                     (1)
  43                      5,178                        1,250                                                      (1)

  44                      12,109                       3,125                                                      (1)
  45                      4,649                                                                                   (1)
  46                      48,000                      216,000
  47                                                                                  225,000                     (1)
  48                      6,080
  49
  50                      11,148                                                                                  (1)
  51                      23,865                                                       33,600                     (1)
  52                      22,083                                                                                  (1)

  53                      5,000

  54                      28,500
  55                      39,000                      132,000
  56                      12,000                       3,033                                                      (1)
  57                      6,505
  58                      5,922                                                        75,000                     (1)

  59                      4,843                                                                                   (1)
  60                      27,000

  61                      51,792                      402,000
  62

  63
  64                      2,055
  65                                                                                   75,000                     (1)
  66
  67
  68                      2,708                                                                                   (1)
  69                      4,060

  70                      4,386                       23,125                          100,000                     (1)
  71
  72
  73                      20,000
  74                      2,274                                                        50,000                     (1)
  75                                                                                   47,100                     (1)
  76
  77                      16,000                       1,875

  78                      11,750
  79                                                   2,500
  80                      1,280                        6,125

  81                      4,600                                                        50,000                     (1)
  82
  83                      9,444                                                       100,000                     (1)
  84
  85
  86                      22,860                      230,000
  87                      1,636                                                                                   (1)
  88
  89                      11,907
  90                      2,619                                                                                   (1)
  91
  92                      1,636                                                                                   (1)
  93                      23,000
  94
  95
  96
  97
  98                      1,636                                                                                   (1)

  99

 100

 101

 102
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)   In addition to any such escrows funded at loan closing for potential
      TI/LC, these Mortgage Loans require funds to be escrowed during some or
      all of the loan term for TI/LC expenses, which may be incurred during the
      loan term. In certain instances, escrowed funds may be released to the
      borrower upon satisfaction of certain leasing conditions.
<PAGE>

                                   EXHIBIT C-1

                Schedule of Exceptions to Mortgage File Delivery

                  Wachovia Commercial Mortgage Securities Inc.
          Commercial Mortgage Pass Through Certificates Series 2004-C10



<PAGE>

                                   EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION

                                                                          [Date]

Wachovia Bank,  National Association
301 South College Street
One Wachovia Center
Charlotte, North Carolina  28288

Citigroup Global Markets Realty Corp.
388 Greenwich Street, 11th Floor
New York, New York  10013

Artesia Mortgage Capital Corporation
1180 NW Maple Street
Suite 202
Issaquah, Washington  98027

Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
One Wachovia Center
Charlotte, North Carolina  28288
Attention:  Barry Reiner

Wachovia Bank, National Association
8739 Research Drive - URP4, NC  1075
Charlotte, North Carolina  28262-1075
Attention:  Wachovia Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates, Series 2004-C10

      Re:   Wachovia Bank Commercial Mortgage Trust Commercial Mortgage
            Pass-Through Certificates, Series 2004-C10

Ladies and Gentlemen:

            Wells Fargo Bank, N.A., as Trustee, hereby certifies to the above
referenced parties that, with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as specifically identified in the schedule of
exceptions annexed hereto, (i) without regard to the proviso in the definition
of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v)
and (vii), and to the extent provided in the related Mortgage File and actually
known by a Responsible Officer of the Trustee to be required, clauses (iii),
(iv)(B), (iv)(C), (vi), (viii) and (ix)(a) of the definition of "Mortgage File"
are in its possession, (ii) all documents delivered or caused to be delivered by
the applicable Mortgage Loan Seller constituting the related Mortgage File have
been reviewed by it and appear regular on their face and appear to relate to
such Mortgage Loan, (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule for such
Mortgage Loan with respect to the items specified in clauses (v) and (vi)(C) of
the definition of "Mortgage Loan Schedule" is correct, and (iv) solely with
respect to the Companion Loans, all documents specified in clause (xii) of the
definition of Mortgage File are in its possession. Further, with respect to the
documents described in clause (viii) of the definition of Mortgage File, the
Trustee may assume, for purposes of the certification delivered in Section
2.02(a) of the Pooling and Servicing Agreement, that the related Mortgage File
should include one state level UCC Financing Statement filing in the state of
incorporation of the Mortgagor for each Mortgaged Property (or with respect to
any Mortgage Loan that has two or more Mortgagors, for each Mortgagor);
provided, however, that to the extent the Trustee has actual knowledge or is
notified of any fixture or real property UCC Financing Statements filed in the
county of the state where the related Mortgaged Property is located, the Trustee
shall file an assignment to the Trust Fund with respect to such UCC Financing
Statements in the appropriate jurisdiction under the UCC at the expense of the
related Mortgage Loan Seller. The UCC Financing Statements to be assigned to the
Trust Fund will be delivered by the related Mortgage Loan Seller to the Trustee
on the new national forms, in recordable form and completed pursuant to Revised
Article IX of the UCC. The Trustee will submit such UCC Financing Statements for
filing in the state of incorporation of the related Mortgagor as so indicated on
the documents provided.

            None of the Trustee, the Master Servicer, the Special Servicer, or
any Custodian is under any duty or obligation to inspect, review or examine any
of the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be
on their face. Capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned to them under the Pooling and Servicing
Agreement.


                                       Respectfully,



                                       ____________________________________
                                       Name:_______________________________
                                       Title: _____________________________
<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                          [Date]

Wells Fargo Bank, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota  55414
Attn:  Corporate Trust Services (CMBS)-Mortgage Document Custody

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2004-C10

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement, dated as of
February 1, 2004 (the "Pooling and Servicing Agreement"), by and among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer and with respect to the 11 Madison Avenue Loan,
Special Servicer, Lennar Partners, Inc., as Special Servicer, except with
respect to the 11 Madison Avenue Loan, and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by you with respect to the following described Mortgage Loan for the
reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:


                                       _______________________________________
                                       _______________________________________
                                       _______________________________________



                                       Attn: _________________________________
                                       Phone:_________________________________
<PAGE>

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

_____      1.    Mortgage Loan paid in full.

                 The Master Servicer hereby certifies that all amounts received
                 in connection with the Mortgage Loan that are required to be
                 credited to the Certificate Account pursuant to the Pooling and
                 Servicing Agreement have been or will be so credited.

_____      2.    Other.  (Describe)


                 _______________________________________________________________
                 _______________________________________________________________


            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                 WACHOVIA BANK, NATIONAL
                                   ASSOCIATION, as Master Servicer



                                 By:____________________________________
                                 Name:__________________________________
                                 Title:_________________________________
<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                                                          [Date]

Wells Fargo Bank, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota  55414
Attn:  Corporate Trust Services (CMBS)-Mortgage Document Custody

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2004-C10

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain Pooling and Servicing Agreement, dated as of
February 1, 2004 (the "Pooling and Servicing Agreement"), by and among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer and with respect to the 11 Madison Avenue Loan,
Special Servicer, Lennar Partners, Inc., as Special Servicer, except with
respect to the 11 Madison Avenue Loan, and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof specified
below) held by you with respect to the following described Mortgage Loan for the
reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:



                                       _______________________________________
                                       _______________________________________
                                       _______________________________________
                                       Attn: _________________________________
                                       Phone:_________________________________


If only particular documents in the Mortgage File are requested, please specify
which:




Reason for requesting file (or portion thereof):

_____      1.    The Mortgage Loan is being foreclosed.

_____      2.    Other.  (Describe)


                 _______________________________________________________________
                 _______________________________________________________________


            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan is being foreclosed, in which case the Mortgage File (or such
portion thereof) will be returned when no longer required by us for such
purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       [SPECIAL SERVICER],
                                          as Special Servicer



                                       By:____________________________________
                                          Name:________________________________
                                          Title:_______________________________
<PAGE>

                                    EXHIBIT E

                 CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS

            "Net Cash Flow" shall mean the revenue derived from the use and
operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.

            In determining vacancy for the "revenue" component of Net Cash Flow
for each Rental Property, the Special Servicer shall rely on the most recent
rent roll supplied by the related borrower and where the actual vacancy shown
thereon and the market vacancy is less than 1%, the Special Servicer shall
assume a 1% vacancy in determining revenue from rents, except that in the case
of certain anchored shopping centers, space occupied by anchor or single tenants
or other large tenants shall be disregarded in performing the vacancy adjustment
due to the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting standards.
Where the actual or market vacancy was not less than 5.0%, the Special Servicer
shall determine revenue from rents by generally relying on the most recent roll
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, and (b) historical vacancy at comparable properties in the
same market as the related Mortgaged Property. In determining rental revenue for
multifamily, self-storage and mobile home park properties, the Special Servicer
shall either review rental revenue shown on the certified rolling 12-month
operating statements or annualized the rental revenue and reimbursement of
expenses shown on rent rolls or operating statements with respect to the prior
one to twelve month periods. For the other Rental Properties, the Special
Servicer shall annualize rental revenue shown on the most recent certified rent
roll, after applying the vacancy factor, without further regard to the terms
(including expiration dates) of the leases shown thereon. In the case of
hospitality properties, gross receipts shall be determined on the basis of
adjusted average occupancy not to exceed 75.0% and daily rates achieved during
the prior two to three year annual reporting period. In the case of residential
health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy
rates for private health care facilities shall be within current market ranges
and vacancy levels shall be at a minimum of 1%. In general, any non-recurring
items and non-property related revenue shall be eliminated from the calculation
except in the case of residential health care facilities.

            In determining the "expense" component of Net Cash Flow for each
Mortgaged Property, the Special Servicer shall rely on the rolling 12-month
operating statements and/or full-year or year-to-date financial statements
supplied by the related borrower, except that (a) if tax or insurance expense
information more current than that reflected in the financial statements is
available, the newer information shall be used, (b) with respect to each
Mortgaged Property, property management fees shall be assumed to be 3% to 7% of
effective gross revenue (except with respect to hospitality properties, where a
minimum of 3.1% of gross receipts shall be assumed, and with respect to limited
service hospitality properties, where a minimum of 4.0% of gross receipts shall
be assumed and, with respect to single tenant properties, where fees as low as
3% of effective gross receipts shall be assumed), (c) assumptions shall be made
with respect to reserves for leasing commission, tenant improvement expenses and
capital expenditures, and (d) expenses shall be assumed to include annual
replacement reserves. In addition, in some instances, the Special Servicer may
recharacterize as capital expenditures those items reported by borrowers as
operating expenses (thus increasing "net cash flow") where determined
appropriate.
<PAGE>

                                    EXHIBIT F

                        FORM OF UPDATED COLLECTION REPORT

Servicer
Wachovia 2004-C10

For the Collection Period Ending:
Master Servicer Remittance Date
Updated Collection Report


<TABLE>
<CAPTION>
                                                                                             Current           Current
  Primary      Prospectus Loan     Primary Loan        Scheduled          Scheduled          Principal         Interest
Servicer ID        Number            Number        Principal Amount   Interest Amount        Advance           Advance
------------  -----------------  ----------------  -----------------  -----------------  ----------------  ----------------
<S>            <C>               <C>               <C>                <C>                <C>                <C>


















<CAPTION>

  Primary        Paid To Date at        Updated Paid         Primary        Sub Servicer         Master         Retained      Net
Servicer ID       Determination            To Date        Servicer Fees         Fees          Servicer Fees       Fees      Advance
------------  -----------------------  ----------------  ----------------  ----------------  ----------------  ----------   -------
<S>           <C>                       <C>               <C>               <C>               <C>              <C>          <C>
















</TABLE>
<PAGE>


                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113


Attn: Corporate Trust Services (CMBS)
      Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10

Re:   Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of February 26, 2004 (the "Closing
Date") of $_____________ evidencing a __% interest in the Class to which it
belongs. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2004,
among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia
Bank, National Association, as master servicer and with respect to the 11
Madison Avenue Loan, special servicer, Lennar Partners, Inc., as special
servicer, except with respect to the 11 Madison Avenue Loan, and Wells Fargo
Bank, N.A., as trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferor is the lawful owner of the Transferred Certificate
      with the full right to transfer such Certificate free from any and all
      claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accepted a
      transfer, pledge or other disposition of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, which (in the case of any of the acts described in clauses (a)
      through (e) hereof) would constitute a distribution of any Certificate
      under the Securities Act of 1933, as amended (the "Securities Act"), or
      would render the disposition of any Certificate a violation of Section 5
      of the Securities Act or any state securities laws, or would require
      registration or qualification of any Certificate pursuant to the
      Securities Act or any state securities laws.


                                       Very truly yours,



                                       _________________________________________
                                                     (Transferor)



                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________
<PAGE>

                                   EXHIBIT G-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBs

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113


Attn: Corporate Trust Services (CMBS)
      Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10

Re:   Wachovia Bank Commercial  Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of February 26, 2004 (the "Closing
Date") of $_____________ evidencing a __% interest in the Class to which it
belongs. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2004,
among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia
Bank, National Association, as master servicer and with respect to the 11
Madison Avenue Loan, special servicer, Lennar Partners, Inc., as special
servicer, except with respect to the 11 Madison Avenue Loan and Wells Fargo
Bank, N.A., as trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended (the "Securities Act"), and has completed one of the forms of
      certification to that effect attached hereto as Annex 1 and Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on Rule
      144A. The Transferee is acquiring the Transferred Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate may be resold, pledged or transferred
      only (i) to a person reasonably believed to be a qualified institutional
      buyer that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge or
      transfer is being made in reliance on Rule 144A, or (ii) pursuant to
      another exemption from registration under the Securities Act.

            In the case of a Class F, Class G, Class H, Class SL, Class X-C or
      Class X-P Certificate, the Transferee either (A) is not an "employee
      benefit plan" subject to ERISA or a "plan" described by Section 4975(e)(1)
      of the Code or any other retirement plan or other employee benefit plan or
      arrangement subject to any federal, state or local law materially similar
      to the foregoing provisions of ERISA and the Code, or any entity deemed to
      hold plan assets of the foregoing by reason of a plan's investment in such
      entity (each, a "Plan") or (B) (1) qualifies as an accredited investor as
      defined in Rule 501(a)(1) of Regulation D under the Securities Act and
      satisfies all the requirements of the Exemptions as in effect at the time
      of such transfer or (2) is an insurance company general account that is
      eligible for, and satisfies all of the requirements of, Sections I and III
      of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE
      95-60").

            In the case of a Class J, Class K, Class L, Class M, Class N, Class
      O or Class P Certificate, the Transferee either (A) is not an "employee
      benefit plan" subject to Title I of ERISA or a "plan" described by Section
      4975(e)(1) of the Code or any other retirement plan or other employee
      benefit plan or arrangement subject to any federal, state or local law
      materially similar to the foregoing provisions of ERISA and the Code, or
      any entity deemed to hold plan assets of the foregoing by reason of a
      plan's investment in such entity (each, a "Plan") or (B) is an insurance
      company general account which is eligible for, and satisfies all of the
      requirements for, exemptive relief under Sections I and III of Department
      of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60").

            2. The Transferee has been furnished with all information regarding
      (a) the Certificates and distributions thereon, (b) the nature,
      performance and servicing of the Mortgage Loans, (c) the Pooling and
      Servicing Agreement, and (d) any credit enhancement mechanism associated
      with the Certificates, that it has requested.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificate will bear legends substantially to the
      following effect (provided that the Class F, Class G, Class H, Class SL,
      Class X-C and Class X-P Certificates will bear a legend substantially to
      the effect of the following first paragraph only):

      THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
      SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
      THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
      ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
      QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO
      ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY
      SECTION 4975(e)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER
      EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
      LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE
      CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON
      OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN
      INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL
      OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

      In the case of Class R-I, Class R-II, Class Z-I, Class Z-II and Class
      Z-III Certificates: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
      THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A
      "PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT
      PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL,
      STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
      AND THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY
      REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON
      WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
      FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate.

            5. Check one of the following:**

--    The Transferee is a U.S. Person (as defined below) and it has attached
      hereto an Internal Revenue Service ("IRS") Form W-9 (or successor form).

--    The Transferee is not a U.S. Person and under applicable law in effect on
      the date hereof, no taxes will be required to be withheld by the Trustee
      (or its agent) with respect to distributions to be made on the Transferred
      Certificate. The Transferee has attached hereto (i) a duly executed IRS
      Form W-8BEN (or successor form), which identifies such Transferee as the
      beneficial owner of the Transferred Certificate and states that such
      Transferee is not a U.S. Person, (ii) two duly executed copies of IRS Form
      W-8IMY (with all the appropriate attachments), or (iii) two duly executed
      copies of IRS Form W-8ECI (or successor form), which identify such
      Transferee as the beneficial owner of the Transferred Certificate and
      state that interest and original issue discount on the Transferred
      Certificate and Permitted Investments is, or is expected to be,
      effectively connected with a U.S. trade or business. The Transferee agrees
      to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form
      W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor
      IRS forms, or such other certifications as the Certificate Registrar may
      reasonably request, on or before the date that any such IRS form or
      certification expires or becomes obsolete, or promptly after the
      occurrence of any event requiring a change in the most recent IRS form of
      certification furnished by it to the Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia unless in the case of a partnership, Treasury Regulations are
adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United States
Persons have the authority to control all substantial decisions of the trust,
all within the meaning of Section 7701(a)(30) of the Code.

                                       Very truly yours,





                                       _________________________________________
                                                    (Transferee)



                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________
<PAGE>

                                                          ANNEX 1 TO EXHIBIT G-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

      The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and Wells Fargo Bank, N.A., as Certificate Registrar, with respect
to the mortgage pass-through certificate being transferred (the "Transferred
Certificate") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

            1.    As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2.    The Transferee is a "qualified institutional buyer" as that
      term is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________ / _____________ in securities (other
      than the excluded securities referred to below) as of the end of the
      Transferee's most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) [Transferee must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      is a dealer, and, in that case, Transferee must own and/or invest on, a
      discretionary basis at least $10,000,000 in securities.] and (ii) the
      Transferee satisfies the criteria in the category marked below.

      ____      Corporation, etc. The Transferee is a corporation (other than a
                bank, savings and loan association or similar institution),
                business trust, partnership, or any organization described in
                Section 501(c)(3) of the Internal Revenue Code of 1986, as
                amended.

      ____      Bank.  The  Transferee  (a) is a  national  bank  or a  banking
                institution  organized  under  the  laws  of  any  State,  U.S.
                territory or the  District of  Columbia,  the business of which
                is  substantially  confined to banking and is supervised by the
                State or territorial  banking commission or similar official or
                is a foreign  bank or  equivalent  institution,  and (b) has an
                audited net worth of at least  $25,000,000 as  demonstrated  in
                its  latest  annual  financial  statements,  a copy of which is
                attached  hereto,  as  of  a  date  not  more  than  16  months
                preceding the date of sale of the  Certificate in the case of a
                U.S. bank,  and not more than 18 months  preceding such date of
                sale for a foreign bank or equivalent institution.

      ____      Savings and Loan. The Transferee (a) is a savings and loan
                association, building and loan association, cooperative bank,
                homestead association or similar institution, which is
                supervised and examined by a State or Federal authority having
                supervision over any such institutions or is a foreign savings
                and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest annual financial statements, a copy of which is attached
                hereto, as of a date not more than 16 months preceding the date
                of sale of the Certificate in the case of a U.S. savings and
                loan association, and not more than 18 months preceding such
                date of sale for a foreign savings and loan association or
                equivalent institution.

      ____      Broker-dealer.  The Transferee is a dealer registered  pursuant
                to Section 15 of the Securities Exchange Act of 1934.

      ____      Insurance Company. The Transferee is an insurance company whose
                primary and predominant business activity is the writing of
                insurance or the reinsuring of risks underwritten by insurance
                companies and which is subject to supervision by the insurance
                commissioner or a similar official or agency of a State, U.S.
                territory or the District of Columbia.

      ____      State or Local Plan. The Transferee is a plan  established  and
                maintained  by a  State,  its  political  subdivisions,  or any
                agency  or  instrumentality  of  the  State  or  its  political
                subdivisions, for the benefit of its employees.

      ____      ERISA Plan. The Transferee is an employee benefit plan within
                the meaning of Title I of the Employee Retirement Income
                Security Act of 1974, as amended.

      ____      Investment  Advisor.  The  Transferee is an investment  advisor
                registered under the Investment Advisers Act of 1940.

      ____      Other. (Please supply a brief description of the entity and a
                cross-reference to the paragraph and subparagraph under
                subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                Note that registered investment companies should complete Annex
                2 rather than this Annex 1.)

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the parties to which this certification is being made
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee may be in reliance on Rule
      144A.

          ________         ________     Will the  Transferee be purchasing  the
             Yes              No        Transferred  Certificate  only  for the
                                        Transferee's own account?


            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.


                                       Print Name of Transferee



                                       By:____________________________________
                                        Name:_________________________________
                                        Title:________________________________
                                        Date:_________________________________
<PAGE>

                                                          ANNEX 2 TO EXHIBIT G-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

        The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and Wells Fargo Bank, N.A., as Certificate Registrar, with respect
to the mortgage pass-through certificate being transferred (the "Transferred
Certificate") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

                1.      As indicated below, the undersigned is the chief
        financial officer, a person fulfilling an equivalent function, or other
        executive officer of the entity purchasing the Transferred Certificate
        (the "Transferee") or, if the Transferee is a "qualified institutional
        buyer" as that term is defined in Rule 144A under the Securities Act of
        1933 ("Rule 144A") because the Transferee is part of a Family of
        Investment Companies (as defined below), is an executive officer of the
        investment adviser (the "Adviser").

                2.      The Transferee is a "qualified institutional buyer" as
        defined in Rule 144A because (i) the Transferee is an investment company
        registered under the Investment Company Act of 1940, and (ii) as marked
        below, the Transferee alone owned and/or invested on a discretionary
        basis, or the Transferee's Family of Investment Companies owned, at
        least $100,000,000 in securities (other than the excluded securities
        referred to below) as of the end of the Transferee's most recent fiscal
        year. For purposes of determining the amount of securities owned by the
        Transferee or the Transferee's Family of Investment Companies, the cost
        of such securities was used, unless the Transferee or any member of the
        Transferee's Family of Investment Companies, as the case may be, reports
        its securities holdings in its financial statements on the basis of
        their market value, and no current information with respect to the cost
        of those securities has been published, in which case the securities of
        such entity were valued at market.

        ____    The Transferee owned and/or invested on a discretionary basis $
                in securities (other than the excluded securities referred to
                below) as of the end of the Transferee's most recent fiscal year
                (such amount being calculated in accordance with Rule 144A).

        ____    The Transferee is part of a Family of Investment Companies which
                owned in the aggregate $ in securities (other than the excluded
                securities referred to below) as of the end of the Transferee's
                most recent fiscal year (such amount being calculated in
                accordance with Rule 144A).

                In the case of a Class R-I, Class R-II, Class Z-I, Class Z-II or
Class Z-III Certificate, the Transferee is not an "employee benefit plan"
subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of the
Code or any other retirement plan or other employee benefit plan or arrangement
subject to any federal, state or local law materially similar to the foregoing
provisions of ERISA and the Code, or any entity deemed to hold plan assets of
the foregoing by reason of a plan's investment in such entity (each, a "Plan").

                3.      The term "Family of Investment Companies" as used herein
        means two or more registered investment companies (or series thereof)
        that have the same investment adviser or investment advisers that are
        affiliated (by virtue of being majority owned subsidiaries of the same
        parent or because one investment adviser is a majority owned subsidiary
        of the other).

                4.      The term "securities" as used herein does not include
        (i) securities of issuers that are affiliated with the Transferee or are
        part of the Transferee's Family of Investment Companies, (ii) bank
        deposit notes and certificates of deposit, (iii) loan participations,
        (iv) repurchase agreements, (v) securities owned but subject to a
        repurchase agreement and (vi) currency, interest rate and commodity
        swaps. For purposes of determining the aggregate amount of securities
        owned and/or invested on a discretionary basis by the Transferee, or
        owned by the Transferee's Family of Investment Companies, the securities
        referred to in this paragraph were excluded.

                5.      The Transferee is familiar with Rule 144A and
        understands that the parties to which this certification is being made
        are relying and will continue to rely on the statements made herein
        because one or more sales to the Transferee will be in reliance on Rule
        144A.

              ________        ________    Will  the  Transferee  be  purchasing
                 Yes             No       the Transferred  Certificate only for
                                          the Transferee's own account?

                6.      If the answer to the foregoing question is "no", then in
        each case where the Transferee is purchasing for an account other than
        its own, such account belongs to a third party that is itself a
        "qualified institutional buyer" within the meaning of Rule 144A, and the
        "qualified institutional buyer" status of such third party has been
        established by the Transferee through one or more of the appropriate
        methods contemplated by Rule 144A.

                7.      The undersigned will notify the parties to which this
        certification is made of any changes in the information and conclusions
        herein. Until such notice, the Transferee's purchase of the Transferred
        Certificate will constitute a reaffirmation of this certification by the
        undersigned as of the date of such purchase.


                                       Print Name of Transferee or Adviser



                                       By:____________________________________
                                        Name:_________________________________
                                        Title:________________________________
<PAGE>


                                   EXHIBIT G-3

                         FORM OF TRANSFEREE CERTIFICATE

                                  FOR NON-QIBs

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113


Attn:   Corporate Trust Services (CMBS)
        Wachovia Bank Commercial Mortgage Trust,
        Commercial Mortgage Pass-Through Certificates,
        Series  2004-C10

Re:     Wachovia Bank Commercial Mortgage Trust,
        Commercial Mortgage Pass-Through Certificates,
        Series  2004-C10 (the "Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of February 26, 2004 (the "Closing
Date") of $_____________ evidencing a __% interest in the Class to which it
belongs. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2004,
among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer and with
respect to the 11 Madison Avenue Loan, special servicer, Lennar Partners, Inc.,
as special servicer, except with respect to the 11 Madison Avenue Loan, and
Wells Fargo Bank, N.A., as trustee. All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

                1.      The Transferee is acquiring the Transferred Certificate
        for its own account for investment and not with a view to or for sale or
        transfer in connection with any distribution thereof, in whole or in
        part, in any manner which would violate the Securities Act of 1933, as
        amended (the "Securities Act"), or any applicable state securities laws.

                2.      The Transferee understands that (a) the Certificates
        have not been and will not be registered under the Securities Act or
        registered or qualified under any applicable state securities laws, (b)
        neither the Depositor nor the Trustee or the Certificate Registrar
        is obligated to register or qualify the Certificates and (c) the
        Certificates may not be resold or transferred unless they are (i)
        registered pursuant to the Securities Act and registered or qualified
        pursuant to any applicable state securities laws or (ii) sold or
        transferred in transactions which are exempt from such registration and
        qualification and the Certificate Registrar has received either (A)
        certifications from both the transferor and the transferee
        (substantially in the forms attached to the Pooling and Servicing
        Agreement) setting forth the facts surrounding the transfer or (B) an
        opinion of counsel satisfactory to the Certificate Registrar with
        respect to the availability of such exemption (which Opinion of Counsel
        shall not be an expense of the Trust Fund or of the Depositor, the
        Master Servicer, the Special Servicer, the Trustee or the Certificate
        Registrar in their respective capacities as such), together with copies
        of the certification(s) from the Transferor and/or Transferee setting
        forth the facts surrounding the transfer upon which such opinion is
        based. Any holder of a Certificate desiring to effect such a transfer
        shall, and upon acquisition of such Certificate shall be deemed to have
        agreed to, indemnify the Master Servicer, the Special Servicer, the
        Trustee, the Certificate Registrar and the Depositor against any
        liability that may result if the transfer is not so exempt or is not
        made in accordance with such federal and state laws.

                3.      The Transferee understands that it may not sell or
        otherwise transfer any portion of its interest in the Transferred
        Certificate except in compliance with the provisions of Section 5.02 of
        the Pooling and Servicing Agreement, which provisions it has carefully
        reviewed, and that the Transferred Certificate will bear legends
        substantially to the following effect (provided that the Class F, Class
        G, Class H, Class SL, Class X-C and Class X-P Certificates will bear a
        legend substantially to the effect of the following first paragraph
        only):

        THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
        THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER
        DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
        QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
        SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
        HEREIN.

        NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO
        ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN"
        DESCRIBED BY SECTION 4975(e)(1) OF THE CODE, OR ANY OTHER RETIREMENT
        PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY
        FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING
        PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN
        ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY
        (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH
        IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE
        RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
        TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"). EACH PERSON WHO
        ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
        FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
        CERTIFICATE IN VIOLATION OF THE FOREGOING.

        In the case of Class R-I, Class R-II, Class Z-I, Class Z-II and Class
        Z-III Certificates: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
        THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR
        A "PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE CODE OR ANY OTHER
        RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO
        ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING
        PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN
        ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY
        (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE
        DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
        AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
        FOREGOING.

                4.      Neither the Transferee nor anyone acting on its behalf
        has (a) offered, pledged, sold, disposed of or otherwise transferred any
        Certificate, any interest in any Certificate or any other similar
        security to any person in any manner, (b) solicited any offer to buy or
        accept a pledge, disposition or other transfer of any Certificate, any
        interest in any Certificate or any other similar security from any
        person in any manner, (c) otherwise approached or negotiated with
        respect to any Certificate, any interest in any Certificate or any other
        similar security with any person in any manner, (d) made any general
        solicitation by means of general advertising or in any other manner, or
        (e) taken any other action, that (in the case of any of the acts
        described in clauses (a) through (e) above) would constitute a
        distribution of any Certificate under the Securities Act, would render
        the disposition of any Certificate a violation of Section 5 of the
        Securities Act or any state securities law or would require registration
        or qualification of any Certificate pursuant thereto. The Transferee
        will not act, nor has it authorized or will it authorize any person to
        act, in any manner set forth in the foregoing sentence with respect to
        any Certificate.

                5.      The Transferee has been furnished with all information
        regarding (a) the Depositor, (b) the Certificates and distributions
        thereon, (c) the Pooling and Servicing Agreement, and (d) all related
        matters, that it has requested.

                6.      The Transferee has been furnished a copy of the Private
        Placement Memorandum dated February 12, 2004 and has read such Private
        Placement Memorandum.

                7.      The Transferee is an "accredited investor" as defined in
        Rule 501(a)(1), (2), (3) or (7) under the Securities Act and has such
        knowledge and experience in financial and business matters as to be
        capable of evaluating the merits and risks of an investment in the
        Certificates; the Transferee has sought such accounting, legal and tax
        advice as it has considered necessary to make an informed investment
        decision; and the Transferee is able to bear the economic risks of such
        an investment and can afford a complete loss of such investment.

                8.      In the case of Class F, Class G, Class H, Class SL,
        Class X-C and Class X-P Certificates, the Transferee either (A) is not
        an "employee benefit plan" subject to ERISA or a "plan" described by
        Section 4975(e)(1) of the Code or any other retirement plan or other
        employee benefit plan or arrangement subject to any federal, state or
        local law materially similar to the foregoing provisions of ERISA and
        the Code, or any entity deemed to hold plan assets of the foregoing by
        reason of a plan's investment in such entity (each, a "Plan") or (B) (1)
        qualifies as an accredited investor as defined in Rule 501(a)(1) of
        Regulation D under the Securities Act and satisfies all the requirements
        of the Exemptions as in effect at the time of such transfer or (2) is an
        insurance company general account that is eligible for, and satisfies
        all of the requirements for, Sections I and III of Department of Labor
        Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"). In the case
        of Class J, Class K, Class L, Class M, Class N, Class O and Class P
        Certificates, the Transferee either (A) is not an "employee benefit
        plan" subject to Title I of ERISA or a "plan" described by Section
        4975(e)(1) of the Code, or any other retirement plan or other employee
        benefit plan or arrangement subject to any federal, state or local law
        materially similar to the foregoing provisions of ERISA and the Code, or
        any entity deemed to hold plan assets of the foregoing by reason of a
        plan's investment in such entity (each, a "Plan") or (B) is an insurance
        company general account which is eligible for, and satisfies all of the
        requirements for, exemptive relief under Sections I and III of
        Department of Labor Prohibited Transaction Class Exemption ("PTE
        95-60").

                9.      Check one of the following:**

__            The Transferee is a U.S. Person (as defined below) and it has
              attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
              successor form).

              The Transferee is not a U.S. Person and under applicable law in
              effect on the date hereof, no taxes will be required to be
              withheld by the Trustee (or its agent) with respect to
              distributions to be made on the Transferred Certificate. The
              Transferee has attached hereto (i) a duly executed IRS Form W-8BEN
              (or successor form), which identifies such Transferee as the
              beneficial owner of the Transferred Certificate and states that
              such Transferee is not a U.S. Person, (ii) two duly executed
              copies of IRS Form W-8IMY (with all the appropriate attachments),
              or (iii) two duly executed copies of IRS Form W-8ECI (or successor
              form), which identify such Transferee as the beneficial owner of
              the Transferred Certificate and state that interest and original
              issue discount on the Transferred Certificate and Permitted
              Investments is, or is expected to be, effectively connected with a
              U.S. trade or business. The Transferee agrees to provide to the
              Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8IMY or
              IRS Form W-8ECI, as the case may be, any applicable successor IRS
              forms, or such other certifications as the Certificate Registrar
              may reasonably request, on or before the date that any such IRS
              form or certification expires or becomes obsolete, or promptly
              after the occurrence of any event requiring a change in the most
              recent IRS form of certification furnished by it to the
              Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia unless in the case of a partnership, Treasury Regulations are
adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United States
Persons have the authority to control all substantial decisions of the trust,
all within the meaning of Section 7701(a)(30) of the Code.


                                       Very truly yours,



                                       _________________________________________
                                                      (Transferee)



                                       By:____________________________________
                                        Name:_________________________________
                                        Title:________________________________
<PAGE>


                                    EXHIBIT H

                         FORM OF TRANSFEREE CERTIFICATE

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113


Attn: Corporate Trust Services (CMBS)
      Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10

Re:   Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of the Class ______________ Certificates (the "Transferred
Certificate") having an initial [principal balance] [notional amount] as of
February 26, 2004 (the "Closing Date") of $_____________ evidencing a __%
interest in the Classes to which they belong. The Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2004 (the
"Pooling and Servicing Agreement"), among Wachovia Commercial Mortgage
Securities, Inc., as depositor, Wachovia Bank, National Association, as master
servicer and with respect to the 11 Madison Avenue Loan, special servicer,
Lennar Partners, Inc., as special servicer, except with respect to the 11
Madison Avenue Loan, and Wells Fargo Bank, N.A., as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings set forth
in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you that:

            In the case of a Class F, Class G, Class H, Class SL, Class X-C or
Class X-P Certificate, the Transferee either (A) is not an "employee benefit
plan" subject to ERISA or a "plan" described by Section 4975(e)(1) of the Code
or any other retirement plan or other employee benefit plan or arrangement
subject to any federal, state or local law materially similar to the foregoing
provisions of ERISA and the Code, or any entity deemed to hold plan assets of
the foregoing by reason of a plan's investment in such entity (each, a "Plan")
or (B) (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D under the Securities Act and satisfies all the requirements
of the Exemptions as in effect at the time of such transfer or (2) is an
insurance company general account that is eligible for, and satisfies all of the
requirements for, Sections I and III of Department of Labor Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60").

            In the case of a Class J, Class K, Class L, Class M, Class N, Class
O or Class P Certificate, the Transferee either (A) is not an "employee benefit
plan" subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of
the Code, or any other retirement plan or other employee benefit plan or
arrangement subject to any federal, state or local law materially similar to the
foregoing provisions of ERISA and the Code, or any entity deemed to hold plan
assets of the foregoing by reason of a plan's investment in such entity (each, a
"Plan") or (B) is an insurance company general account which is eligible for,
and satisfies all of the requirements for, exemptive relief under Sections I and
III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"). In the case of a Class R-I, Class R-II, Class Z-I, Class Z-II or Class
Z-III Certificate, the Transferee is not an "employee benefit plan" subject to
Title I of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
other retirement plan or other employee benefit plan or arrangement subject to
any federal, state or local law materially similar to the foregoing provisions
of ERISA and the Code, or any entity deemed to hold plan assets of the foregoing
by reason of a plan's investment in such entity (each, a "Plan").

            IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the date first written above.



                                       _________________________________________
                                                 [Name of Transferee]



                                       By:____________________________________
                                        Name:_________________________________
                                        Title:________________________________

<PAGE>


                                   EXHIBIT I-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

                        PURSUANT TO SECTION 5.02(d)(i)(2)



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )


            [NAME OF OFFICER], being first duly sworn, deposes, and represents
and warrants:

            1.    That he is a [Title of Officer] of [Name of Owner] (the
      "Owner"), a corporation duly organized and existing under the laws of the
      [State of ___________] [the United States], and the owner of the Wachovia
      Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through
      Certificates, Series 2004-C10, Class [R-I] [R-II] evidencing a ___%
      Interest in the Class to which its belongs (the "Class [R-I] [R-II]").
      Capitalized terms used but not defined herein have the meanings assigned
      to such terms in the Pooling and Servicing Agreement dated as of February
      1, 2004, among Wachovia Commercial Mortgage Securities, Inc., as
      Depositor, Wachovia Bank, National Association, as Master Servicer and
      with respect to the 11 Madison Avenue Loan, Special Servicer, Lennar
      Partners, Inc., as Special Servicer, except with respect to the 11 Madison
      Avenue Loan, and Wells Fargo Bank, N.A., as Trustee.

            2. That the Owner (i) is and will be a "Permitted Transferee" as of
      ________, _______ and (ii) is acquiring the Class [R-I] [R-II]
      Certificates for its own account or for the account of another Owner from
      which it has received an affidavit in substantially the same form as this
      affidavit. A "Permitted Transferee" is any person other than a
      Disqualified Organization, a Plan or a Non-United States Person. For this
      purpose, a "Disqualified Organization" means any of the following: (i) the
      United States or a possession thereof, any State or any political
      subdivision thereof, or any agency or instrumentality of any of the
      foregoing (other than an instrumentality which is a corporation if all of
      its activities are subject to tax and, except for FHLMC, a majority of its
      board of directors is not selected by any such governmental unit), (ii) a
      foreign government, international organization, or any agency or
      instrumentality of either of the foregoing, (iii) any organization (except
      certain farmers' cooperatives described in Section 521 of the Internal
      Revenue Code of 1986, as amended (the "Code")) which is exempt from the
      tax imposed by Chapter 1 of the Code (unless such organization is subject
      to the tax imposed by Section 511 of the Code on unrelated business
      taxable income), (iv) rural electric and telephone cooperatives described
      in Section 1381 of the Code or (v) any other Person so designated by the
      Trustee or the Certificate Registrar based upon an Opinion of Counsel that
      the holding of an Ownership Interest in a Class [R-I] [R-II] Certificate
      by such Person may cause the Trust Fund or any Person having an Ownership
      Interest in any Class of Certificates, other than such Person, to incur a
      liability for any federal tax imposed under the Code that would not
      otherwise be imposed but for the Transfer of an Ownership Interest in a
      Class [R-I] [R-II] Certificate to such Person. The terms "United States",
      "State" and "international organization" shall have the meanings set forth
      in Section 7701 of the Code or successor provisions.

            3.    A "Non-United States Person" is any Person (i) other than a
      United States Person or (ii) who is a United States Person with respect to
      whom income on the Class [R-I] [R-II] Certificate is allocable to a
      foreign permanent establishment or fixed base (within the meaning of an
      applicable income tax treaty) of such Person or any other United States
      Person. A "United States Person" is a citizen or resident of the United
      States, a corporation or partnership (including an entity treated as a
      corporation or partnership for federal income tax purposes) created or
      organized in, or under the laws of the United States, any State thereof or
      the District of Columbia unless, in the case of a partnership, Treasury
      Regulations are adopted that provide otherwise, an estate whose income is
      includable in gross income for United States federal income tax purposes
      regardless of its source, or a trust if a court within the United States
      is able to exercise primary supervision over the administration of the
      trust and one or more United States Persons have the authority to control
      all substantial decisions of the trust, all within the meaning of Section
      7701(a)(30) of the Code.

            4.    That the Owner is aware (i) of the tax that would be imposed
      on transfers of the Class [R-I] [R-II] Certificates to Disqualified
      Organizations under the Code that applies to all transfers of the Class
      [R-I] [R-II] Certificates after March 31, 1988; (ii) that such tax would
      be on the transferor, or, if such transfer is through an agent (which
      person includes a broker, nominee or middleman) for a Disqualified
      Organization Transferee, on the agent; (iii) that the person otherwise
      liable for the tax shall be relieved of liability for the tax if the
      transferee furnishes to such person an affidavit that the transferee is
      not a Disqualified Organization and, at the time of transfer, such person
      does not have actual knowledge that the affidavit is false; and (iv) that
      the Class [R-I] [R-II] Certificates may be "non-economic residual
      interests" within the meaning of Treasury regulation section
      1.860E-1(c)(2) and that the transferor of a "non-economic residual
      interest" will remain liable for any taxes due with respect to the income
      on such residual interest, unless no significant purpose of the transfer
      is to enable the transferor to impede the assessment or collection of tax.

            5.    That the Owner is aware of the tax imposed on a "pass-through
      entity" holding the Class [R-I] [R-II] Certificates if at any time during
      the taxable year of the pass-through entity a non-Permitted Transferee is
      the record holder of an interest in such entity. For this purpose, a "pass
      through entity" includes a regulated investment company, a real estate
      investment trust or common trust fund, a partnership, trust or estate, and
      certain cooperatives.

            6.    That the Owner is aware that the Certificate Registrar will
      not register the transfer of any Class [R-I] [R-II] Certificate unless the
      transferee, or the transferee's agent, delivers to the Trustee, among
      other things, an affidavit in substantially the same form as this
      affidavit. The Owner expressly agrees that it will not consummate any such
      transfer if it knows or believes that any of the representations contained
      in such affidavit and agreement are false.

            7.    That the Owner consents to any additional restrictions or
      arrangements that shall be deemed necessary upon advice of counsel to
      constitute a reasonable arrangement to ensure that the Class [R-I] [R-II]
      Certificates will only be owned, directly or indirectly, by Permitted
      Transferees.

            8.    That the Owner's taxpayer identification number is
      _____________.

            9.    That the Owner has reviewed the restrictions set forth on the
      face of the Class [R-I] [R-II] Certificates and the provisions of Section
      5.02 of the Pooling and Servicing Agreement under which the Class [R-I]
      [R-II] Certificates were issued (and, in particular, the Owner is aware
      that such Section authorizes the Trustee to deliver payments to a person
      other than the Owner and negotiate a mandatory sale by the Trustee in the
      event that the Owner holds such Certificate in violation of Section 5.02);
      and that the Owner expressly agrees to be bound by and to comply with such
      restrictions and provisions.

            10.   That the Owner is not acquiring and will not transfer the
      Class [R-I] [R-II] Certificates in order to impede the assessment or
      collection of any tax.

            11.   That the Owner has historically paid its debts as they have
      come due, intends to continue to pay its debts as they come due in the
      future, and anticipates that it will, so long as it holds any of the Class
      [R-I] [R-II] Certificates, have sufficient assets to pay any taxes owed by
      the holder of such Class [R-I] [R-II] Certificates.

            12.   That the Owner has no present knowledge that it may become
      insolvent or subject to a bankruptcy proceeding for so long as it holds
      any of the Class [R-I] [R-II] Certificates.

            13.   That the Owner has no present knowledge or expectation that it
      will be unable to pay any United States taxes owed by it so long as any of
      the Certificates remain outstanding. In this regard, the Owner hereby
      represents to and for the benefit of the Person from whom it acquired the
      Class [R-I] [R-II] Certificates that the Owner intends to pay taxes
      associated with holding the Class [R-I] [R-II] Certificates as they become
      due, fully understanding that it may incur tax liabilities in excess of
      any cash flows generated by the Class [R-I] [R-II] Certificates.

            14.   That the Owner is not acquiring the Class [R-I] [R-II]
      Certificates with the intent to transfer any of the Class [R-I] [R-II]
      Certificates to any person or entity that will not have sufficient assets
      to pay any taxes owed by the holder of such Class [R-I] [R-II]
      Certificates, or that may become insolvent or subject to a bankruptcy
      proceeding, for so long as the Class [R-I] [R-II] Certificates remain
      outstanding.

            15.   That the Owner will, in connection with any transfer that it
      makes of the Class [R-I] [R-II] Certificates, obtain from its transferee
      the representations required by Section 5.02(d) of the Pooling and
      Servicing Agreement under which the Class [R-I] [R-II] Certificates were
      issued and will not consummate any such transfer if it knows, or knows
      facts that should lead it to believe, that any such representations are
      false.

            16.   That the Owner will, in connection with any transfer that it
      makes of any Class [R-I] [R-II] Certificate, deliver to the Certificate
      Registrar an affidavit, which represents and warrants that it is not
      transferring such Class [R-I] [R-II] Certificate to impede the assessment
      or collection of any tax and that it has no actual knowledge that the
      proposed transferee: (i) has insufficient assets to pay any taxes owed by
      such transferee as holder of such Class [R-I] [R-II] Certificate; (ii) may
      become insolvent or subject to a bankruptcy proceeding, for so long as the
      Class [R-I] [R-II] Certificates remain outstanding; and (iii) is not a
      "Permitted Transferee".

            17.   Check the applicable paragraph:

            [ ]  The present value of the anticipated tax liabilities associated
            with holding the [R-I] [R-II] Certificate, as applicable, does not
            exceed the sum of:

            (i)   the present value of any consideration given to the Owner to
                  acquire such [R-I] [R-II] Certificate;

            (ii)  the present value of the expected future distributions on such
                  [R-I] [R-II] Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such [R-I] [R-II] Certificate as the related
                  REMIC generates losses.

            For purposes of this calculation, (i) the Owner is assumed to pay
tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Owner has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Owner.

            [ ]  The transfer of the [R-I] [R-II] Certificate complies with U.S.
            Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
            accordingly,

            (i)   the Owner is an "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
                  income from the [R-I] [R-II] Certificate will only be taxed in
                  the United States;

            (ii)  at the time of the transfer, and at the close of the Owner's
                  two fiscal years preceding the year of the transfer, the Owner
                  had gross assets for financial reporting purposes (excluding
                  any obligation of a person related to the Owner within the
                  meaning of U.S. Treasury Regulations Section
                  1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                  in excess of $10 million;

            (iii) the Owner will transfer the [R-I] [R-II] Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Owner determined the consideration paid to it to acquire
                  the [R-I] [R-II] Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Owner) that it has determined in good faith.

            [ ]  None of the above.






<PAGE>


            IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, by its [Title of Officer] and Authorized Signatory,
attested by its Assistant Secretary, this ____ day of ________, ____.


                                       [NAME OF OWNER]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]



_______________________________________
         [Assistant] Secretary

            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be [Title of Officer], and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.

            Subscribed and sworn before me this ____ day of _________, ____.



                                       _________________________________________
                                                     NOTARY PUBLIC



                                       COUNTY OF _____________________________
                                       STATE OF ______________________________


                                       My Commission expires the
                                          ____ day of ___________, ____.
<PAGE>

                                   EXHIBIT I-2

                         FORM OF TRANSFEROR CERTIFICATE

                        PURSUANT TO SECTION 5.02(d)(i)(4)

                                                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113

Attn: Corporate Trust Services (CMBS)
      Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2004-C10, Class [R-I] [R-II], evidencing a ____%
            percentage interest in the Class to which they belong

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________ (the "Transferor") to ______________________ (the "Transferee") of the
captioned Class [R-I] [R-II] Certificates (the "Class [R-I] [R-II]
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of February 1, 2004, among
Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank,
National Association, as master servicer and with respect to the 11 Madison
Avenue Loan, special servicer, Lennar Partners, Inc., as special servicer,
except with respect to the 11 Madison Avenue Loan, and Wells Fargo Bank, N.A.,
as trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby
represents and warrants to you, as Certificate Registrar, that:

            1.    No purpose of the Transferor relating to the transfer of the
      Class [R-I] [R-II] Certificates by the Transferor to the Transferee is or
      will be to impede the assessment or collection of any tax.

            2.    The Transferor understands that the Transferee has delivered
      to you a Transfer Affidavit and Agreement in the form attached to the
      Pooling and Servicing Agreement as Exhibit I-1. The Transferor does not
      know or believe that any representation contained therein is false.

            3.    The Transferor at the time of this transfer has conducted a
      reasonable investigation of the financial condition of the Transferee as
      contemplated by Treasury regulation section 1.860E-1(c)(4)(i) and, as a
      result of that investigation, the Transferor has determined that the
      Transferee has historically paid its debts as they became due and has
      found no significant evidence to indicate that the Transferee will not
      continue to pay its debts as they become due in the future.

            4.    The Transferor understands that the transfer of the Class
      [R-I] [R-II] Certificates may not be respected for United States income
      tax purposes (and the Transferor may continue to be liable for United
      States income taxes associated therewith) unless the test described above
      in Paragraph 3 has been met as to any transfer.


                                       Very truly yours,



                                       By:____________________________________
                                        Name:_________________________________
                                        Title:________________________________
<PAGE>

                                   EXHIBIT J-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                          [Date]

Standard & Poor's Rating Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041

Moody's Investors Service, Inc.
99 Church Street, 8th Floor
New York, New York  10007

Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement dated as of February 1, 2004 relating to
Wachovia Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2004-C10 (the "Agreement"). Any term with initial capital
letters not otherwise defined in this notice has the meaning given such term in
the Agreement.

            Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
___________________ to serve as the Special Servicer under the Agreement.

            The designation of ____________________ as Special Servicer will
become final if certain conditions are met and on the date you will deliver to
Wells Fargo Bank, N.A., the trustee under the Agreement (the "Trustee"), a
written confirmation stating that the appointment of the person designated to
become the Special Servicer will not result in the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the
Certificates.
<PAGE>

            Please acknowledge receipt of this notice by signing the enclosed
copy of this notice where indicated below and returning it to the Trustee, in
the enclosed stamped self-addressed envelope.


                                       Very truly yours,


                                       WELLS FARGO BANK, N.A.



                                       By:____________________________________
                                          Name:
                                          Title:

Receipt and acknowledged:


Standard & Poor's Rating Services        Moody's Investors Service, Inc.



  By:__________________________________     By:_________________________________
  Title:_______________________________     Title:______________________________
  Date:________________________________     Date:_______________________________
<PAGE>

                                   EXHIBIT J-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                                          [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Wachovia Bank, National Association, Series 2004-C10

Ladies & Gentlemen:

            Pursuant to Section 6.09 of the Pooling and Servicing Agreement
dated as of February 1, 2004 relating to Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C10 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.23(b) of the Agreement as if it were the
Special Servicer thereunder.


                                       _______________________________________



                                       By:____________________________________
                                        Name:_________________________________
                                        Title:________________________________
<PAGE>

                                    EXHIBIT K

                  FORM OF INTERIM DELINQUENT LOAN STATUS REPORT

                         CMSA Investor Reporting Package
                          DELINQUENT LOAN STATUS REPORT


                            as of __________________
                               (Loan Level Report)

                    -----------------------------------------

                    -----------------------------------------
                        S4       L8
                    -----------------------------------------

                    -----------------------------------------
                       Loan     Paid         Comments
                    Prospectus  Thru
                        ID      Date
                    -----------------------------------------

              ----------------------------------------------------
              Loan(s) Delinquent as of Month End
              ----------------------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------



<PAGE>

                                   EXHIBIT L-1

               FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE

                          REQUEST BY BENEFICIAL HOLDER

                                                                          [Date]

Wells Fargo Bank, N.A.
9602 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Corporate Trust Services (CMBS)
      Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina  28288

Lennar Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2004-C10

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement dated as of February 1, 2004 (the "Pooling and Servicing Agreement"),
among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer and with
respect to the 11 Madison Avenue Loan, special servicer, Lennar Partners, Inc.,
as special servicer, except with respect to the 11 Madison Avenue Loan, and
Wells Fargo Bank, N.A., as trustee, with respect to the Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C10
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

            1.    The undersigned is a beneficial owner of the Class ____
                  Certificates.

            2.    The undersigned is requesting access to the information posted
      to the Trustee's Internet Website pursuant to Section 4.02 of the Pooling
      and Servicing Agreement, or the information identified on the schedule
      attached hereto pursuant to Section 3.15 of the Pooling and Servicing
      Agreement (the "Information").

            3.    In consideration of the [Trustee's] [Master Servicer's]
      [Special Servicer's] disclosure to the undersigned of the Information, the
      undersigned will keep the Information confidential (except from its agents
      and auditors), and such Information will not, without the prior written
      consent of the [Trustee] [Master Servicer] [Special Servicer], be
      disclosed by the undersigned or by its officers, directors, partners,
      employees, agents or representatives (collectively, the "Representatives")
      in any manner whatsoever, in whole or in part; provided that the
      undersigned may provide all or any part of the Information to any other
      person or entity that holds or is contemplating the purchase of any
      Certificate or interest therein, but only if such person or entity
      confirms in writing such ownership interest or prospective ownership
      interest and agrees to keep it confidential.

            4.    The undersigned will not use or disclose the Information in
      any manner which could result in a violation of any provision of the
      Securities Act of 1933, as amended (the "Securities Act"), or the
      Securities Exchange Act of 1934, as amended, or would require registration
      of any Certificate pursuant to Section 5 of the Securities Act.

            5.    The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Master Servicer, the Special Servicer and the
      Trust for any loss, liability or expense incurred thereby with respect to
      any such breach by the undersigned or any of its Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       _________________________________________
                                               BENEFICIAL HOLDER OF A
                                                    CERTIFICATE



                                       By:____________________________________
                                        Name:_________________________________
                                        Title:________________________________
                                        Phone:________________________________
<PAGE>

                                   EXHIBIT L-2

                    FORM OF PROSPECTIVE PURCHASER CERTIFICATE

                                                                          [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Corporate Trust Services (CMBS)
      Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 2004-C10

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina  28288
Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
            Through Certificates, Series 2004-C10

Lennar Partners, Inc.
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
            Through Certificates, Series 2004-C10

      Re:   Wachovia Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates,
            Series 2004-C10 (the "Certificates")

            In accordance with Section 3.15 of the Pooling and Servicing
Agreement, dated as of February 1, 2004 (the "Pooling and Servicing Agreement"),
among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer and with
respect to the 11 Madison Avenue Loan, special servicer, Lennar Partners, Inc.,
as special servicer, except with respect to the 11 Madison Avenue Loan, and
Wells Fargo Bank, N.A., as trustee, with respect to the Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2004-C10
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

            1.    The undersigned is contemplating an investment in the Class __
      Certificates.

            2.    The undersigned is requesting access to the information posted
      to the Trustee's Internet Website pursuant to Section 4.02 of the Pooling
      and Servicing Agreement, or the information identified on the schedule
      attached hereto pursuant to Section 3.15 of the Pooling and Servicing
      Agreement (the "Information") for use in evaluating such possible
      investment.

            3.    In consideration of the [Trustee's] [Master Servicer's]
      [Special Servicer's] disclosure to the undersigned of the Information, the
      undersigned will keep the Information confidential (except from its agents
      and auditors), and such Information will not, without the prior written
      consent of the [Trustee] [Master Servicer] [Special Servicer], be
      disclosed by the undersigned or by its officers, directors, partners
      employees, agents or representatives (collectively, the "Representatives")
      in any manner whatsoever, in whole or in part.

The undersigned will not use or disclose the Information in any manner which
could result in a violation of any provision of the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate pursuant to Section 5
of the Securities Act.

            4.    The undersigned shall be fully liable for any breach of this
      agreement by itself or any of its Representatives and shall indemnify the
      Depositor, the Trustee, the Master Servicer, the Special Servicer and the
      Trust for any loss, liability or expense incurred thereby with respect to
      any such breach by the undersigned or any of its Representatives.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       _________________________________________
                                                 [PROSPECTIVE PURCHASER]



                                       By:____________________________________
                                        Name:_________________________________
                                        Title:________________________________
                                        Phone:________________________________

<PAGE>

                                    EXHIBIT M

                            INITIAL COMPANION HOLDERS


Name:       Wachovia Bank, National Association, with respect to the 11 Madison
      Avenue Pari Passu Loans and as the Initial B Lender for the 11 Madison
      Avenue Subordinate Loans

      Address:      301 South College Street, Charlotte, North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:

Name:      Mony Life Insurance Company, as the Initial C Lender for the 11
      Madison Avenue Subordinate Loans

      Address:    c/o MONY Realty Capital, Inc., 10475 Park Meadows Drive, Suite
                  500, Littleton, Colorado 80124

      Wiring Instructions:

      Tax Identification Number:

Name:       SL Green 11 Madison Funding LLC, as the Initial D Lender for the 11
      Madison Avenue Subordinate Loans

      Address:    c/o SL Green Realty Corp., 420 Lexington Avenue, New York,
                  New York 10170

      Wiring Instructions:

      Tax Identification Number:

Name:      Wachovia Bank, National Association, with respect to the Starrett-
      Lehigh Building Pari Passu Companion Loan

      Address:    301 South College Street, Charlotte, North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:

Name:      CBA-Mezzanine Capital Finance LLC, with respect to the Cedarbrook
      Apartments Subordinate Loan

      Address:    51 JFK Parkway, 4th Floor, Short Hills, New Jersey 07078

      Wiring Instructions:

      Tax Identification Number:
<PAGE>

                                    EXHIBIT N

                            CLASS X-P REFERENCE RATE

--------------------------------------------------------------------------------

Interest                   Class X-P     Interest                  Class X-P
Accrual   Distribution     Reference     Accrual  Distribution     Reference
 Period       Date           Rate         Period      Date           Rate
--------------------------------------------------------------------------------
    1       03/15/04       5.56927%         43      09/15/07       5.74818%
--------------------------------------------------------------------------------
    2       04/15/04       5.75366%         44      10/15/07       5.56365%
--------------------------------------------------------------------------------
    3       05/15/04       5.56906%         45      11/15/07       5.74783%
--------------------------------------------------------------------------------
    4       06/15/04       5.75346%         46      12/15/07       5.56332%
--------------------------------------------------------------------------------
    5       07/15/04       5.56886%         47      01/15/08       5.74748%
--------------------------------------------------------------------------------
    6       08/15/04       5.75325%         48      02/15/08       5.56298%
--------------------------------------------------------------------------------
    7       09/15/04       5.75316%         49      03/15/08       5.56300%
--------------------------------------------------------------------------------
    8       10/15/04       5.56857%         50      04/15/08       5.74695%
--------------------------------------------------------------------------------
    9       11/15/04       5.75295%         51      05/15/08       5.56246%
--------------------------------------------------------------------------------
   10       12/15/04       5.56836%         52      06/15/08       5.74660%
--------------------------------------------------------------------------------
   11       01/15/05       5.56825%         53      07/15/08       5.56211%
--------------------------------------------------------------------------------
   12       02/15/05       5.56816%         54      08/15/08       5.74624%
--------------------------------------------------------------------------------
   13       03/15/05       5.56829%         55      09/15/08       5.74607%
--------------------------------------------------------------------------------
   14       04/15/05       5.75239%         56      10/15/08       5.56159%
--------------------------------------------------------------------------------
   15       05/15/05       5.56782%         57      11/15/08       5.74636%
--------------------------------------------------------------------------------
   16       06/15/05       5.75217%         58      12/15/08       5.56189%
--------------------------------------------------------------------------------
   17       07/15/05       5.56761%         59      01/15/09       5.58642%
--------------------------------------------------------------------------------
   18       08/15/05       5.75195%         60      02/15/09       5.59306%
--------------------------------------------------------------------------------
   19       09/15/05       5.75185%         61      03/15/09       5.59463%
--------------------------------------------------------------------------------
   20       10/15/05       5.56729%         62      04/15/09       5.77862%
--------------------------------------------------------------------------------
   21       11/15/05       5.75162%         63      05/15/09       5.59335%
--------------------------------------------------------------------------------
   22       12/15/05       5.56706%         64      06/15/09       5.77917%
--------------------------------------------------------------------------------
   23       01/15/06       5.56694%         65      07/15/09       5.59389%
--------------------------------------------------------------------------------
   24       02/15/06       5.56682%         66      08/15/09       5.77888%
--------------------------------------------------------------------------------
   25       03/15/06       5.56712%         67      09/15/09       5.77874%
--------------------------------------------------------------------------------
   26       04/15/06       5.75093%         68      10/15/09       5.59347%
--------------------------------------------------------------------------------
   27       05/15/06       5.56635%         69      11/15/09       5.77843%
--------------------------------------------------------------------------------
   28       06/15/06       5.75062%         70      12/15/09       5.59485%
--------------------------------------------------------------------------------
   29       07/15/06       5.56605%         71      01/15/10       5.59469%
--------------------------------------------------------------------------------
   30       08/15/06       5.75031%         72      02/15/10       5.59466%
--------------------------------------------------------------------------------
   31       09/15/06       5.75017%         73      03/15/10       5.59559%
--------------------------------------------------------------------------------
   32       10/15/06       5.56560%         74      04/15/10       5.77945%
--------------------------------------------------------------------------------
   33       11/15/06       5.74985%         75      05/15/10       5.58723%
--------------------------------------------------------------------------------
   34       12/15/06       5.56529%         76      06/15/10       5.77231%
--------------------------------------------------------------------------------
   35       01/15/07       5.56512%         77      07/15/10       5.58691%
--------------------------------------------------------------------------------
   36       02/15/07       5.56498%         78      08/15/10       5.77124%
--------------------------------------------------------------------------------
   37       03/15/07       5.56532%         79      09/15/10       5.77108%
--------------------------------------------------------------------------------
   38       04/15/07       5.74901%         80      10/15/10       5.58541%
--------------------------------------------------------------------------------
   39       05/15/07       5.56447%         81      11/15/10       5.77005%
--------------------------------------------------------------------------------
   40       06/15/07       5.74867%         82      12/15/10       5.58791%
--------------------------------------------------------------------------------
   41       07/15/07       5.56414%         83      01/15/11       5.60910%
--------------------------------------------------------------------------------
   42       08/15/07       5.74834%         84      02/15/11       5.61628%
--------------------------------------------------------------------------------
<PAGE>


                                    EXHIBIT O

                         FORM OF PURCHASE OPTION NOTICE
                            PURSUANT TO SECTION 3.18

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2004-C10

Wachovia Bank, National Association
NC 1075
8739 Research Drive URP4
Charlotte, North Carolina  28262-1075
Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
            Through Certificates, Series 2004-C10

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2004-C10

Ladies and Gentlemen:

            The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase Mortgage Loan number ____
from the Trust Fund, pursuant to Section 3.18 of the pooling and servicing
agreement (the "Pooling and Servicing Agreement") dated as of February 1, 2004,
by and among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wells
Fargo Bank, N.A., as trustee, Lennar Partners, Inc., as special servicer, except
with respect to the 11 Madison Avenue Loan, and Wachovia Bank, National
Association, as master servicer and with respect to the 11 Madison Avenue Loan,
special servicer. Capitalized terms used herein and not otherwise defined shall
have the meaning set forth in the Pooling and Servicing Agreement.

            The undersigned Option Holder [is the Special Servicer] [is the
Majority Subordinate Certificateholder] [acquired its Purchase Option from the
[Special Servicer] [Majority Subordinate Certificateholder] on _________].

            The undersigned Option Holder is exercising its Purchase Option at
the cash price of $______________, which amount equals or exceeds the Option
Price, as defined in Section 3.18(c) of the Pooling and Servicing Agreement.
Within ten (10) Business Days of the date hereof, [the undersigned Option
Holder] [______________, an Affiliate of the undersigned Option Holder] will
deliver the Option Price to or at the direction of the Special Servicer in
exchange for the release of the Mortgage Loan, the related Mortgaged Property
and delivery of the related Mortgage Loan File.

            The undersigned Option Holder agrees that it shall prepare and
provide the Special Servicer with such instruments of transfer or assignment, in
each case without recourse, as shall be reasonably necessary to vest in it or
its designee the ownership of Mortgage Loan ____, together with such other
documents or instruments as the Special Servicer shall reasonably require to
consummate the purchase contemplated hereby.

            The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option Notice may not be revoked and that the
undersigned Option Holder, or its designee, shall be obligated to close its
purchase of Mortgage Loan ___ in accordance with the terms and conditions of
this letter and Section 3.18 of the Pooling and Servicing Agreement.


                                       Very truly yours,


                                       [Option Holder]



                                       By:____________________________________
                                          Name:
                                          Title:

            [By signing this letter in the space provided below, the [Special
Servicer] [Majority Subordinate Certificateholder] hereby acknowledges and
affirms that it transferred its Purchase Option to the Option Holder identified
above on [_________].]


[_____________________________]



By:  _________________________
     Name:
     Title:
<PAGE>

                                    EXHIBIT P

                         FORM OF DEFEASANCE CERTIFICATE

            To:   Standard & Poor's Ratings Services,
                  a division of The McGraw-Hill Companies, Inc.
                  55 Water Street
                  New York, New York  10041
                  Attn:  Commercial Mortgage Surveillance

            From: Wachovia Bank, National Association, in its capacity
                  as Master Servicer (the "Master Servicer") under the Pooling
                  and Servicing Agreement, dated as of February 1, 2004 (the
                  "Pooling and Servicing Agreement"), among the Master Servicer,
                  Wells Fargo Bank, N.A., as Trustee, and others.

            Date:__________, 20___

            Re:   Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                  Series 2004-C10

                  Mortgage Loan (the "Mortgage Loan") identified by loan number
                  _____ on the Mortgage Loan Schedule attached to the Pooling
                  and Servicing Agreement and heretofore secured by the
                  Mortgaged Properties identified on the Mortgage Loan Schedule
                  by the following names: _______________________


            Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

            As Master Servicer under the Pooling and Servicing Agreement, we
hereby:

            (a)   Notify you that the Mortgagor has consummated a defeasance of
the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:

            ____  a full defeasance of the entire principal balance of the
            Mortgage Loan; or

            ____  a partial defeasance of a portion of the principal balance of
            the Mortgage Loan that represents an allocated loan amount of
            $____________ or _______% of the entire principal balance of the
            Mortgage Loan;

            (b) Certify that each of the following is true, subject to those
exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing
Standard, will have no material adverse effect on the Mortgage Loan or the
defeasance transaction:

            (ii)  The Mortgage Loan documents permit the defeasance, and the
                  terms and conditions for defeasance specified therein were
                  satisfied in all material respects in completing the
                  defeasance.

            (iii) The defeasance was consummated on __________, 20__.

            (iv)  The defeasance collateral consists of securities that (i)
                  constitute "government securities" as defined in Section
                  2(a)(16) of the Investment Company Act of 1940, as amended (15
                  U.S.C. 80A1), (ii) are listed as "Qualified Investments for
                  `AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash Flow
                  Approach" in Standard & Poor's Public Finance Criteria 2000,
                  as amended, to the date of the defeasance, (iii) are rated
                  `AAA' by S&P, (iv) if they include a principal obligation, the
                  principal due at maturity cannot vary or change, and (v) are
                  not subject to prepayment, call or early redemption.

            (v)   The Master Servicer received an opinion of counsel (from
                  counsel approved by Master Servicer in accordance with the
                  Servicing Standard) that the defeasance will not result in an
                  Adverse REMIC Event.

            (vi)  The Master Servicer determined that the defeasance collateral
                  will be owned by an entity (the "Defeasance Obligor") that is
                  a Single-Purpose Entity (as defined in Standard & Poor's
                  Structured Finance Ratings Real Estate Finance Criteria, as
                  amended to the date of the defeasance (the "S&P Criteria")) as
                  of the date of the defeasance, and after the defeasance owns
                  no assets other than the defeasance collateral and real
                  property securing Mortgage Loans included in the pool.

            (vii) The Master Servicer received written confirmation of the
                  crediting of the defeasance collateral to an Eligible Account
                  (as defined in the S&P Criteria) in the name of the Defeasance
                  Obligor, which account is maintained as a securities account
                  by a securities intermediary and has been pledged to the
                  Trustee.

            (viii)The agreements executed in connection with the defeasance (i)
                  grant control of the pledged securities account to the
                  Trustee, (ii) require the securities intermediary to make the
                  scheduled payments on the Mortgage Loan from the proceeds of
                  the defeasance collateral directly to the Servicer's
                  collection account in the amounts and on the dates specified
                  in the Mortgage Loan documents or, in a partial defeasance,
                  the portion of such scheduled payments attributed to the
                  allocated loan amount for the real property defeased,
                  increased by any defeasance premium specified in the Mortgage
                  Loan documents (the "Scheduled Payments"), (iii) permit
                  reinvestment of proceeds of the defeasance collateral only in
                  Permitted Investments (as defined in the S&P Criteria), (iv)
                  permit release of surplus defeasance collateral and earnings
                  on reinvestment from the pledged securities account only after
                  the Mortgage Loan has been paid in full, if any such release
                  is permitted, (v) prohibit transfers by the Defeasance Obligor
                  of the defeasance collateral and subordinate liens against the
                  defeasance collateral, and (vi) provide for payment from
                  sources other than the defeasance collateral or other assets
                  of the Defeasance Obligor of all fees and expenses of the
                  securities intermediary for administering the defeasance and
                  the securities account and all fees and expenses of
                  maintaining the existence of the Defeasance Obligor.

            (ix)  The Master Servicer received written confirmation from a firm
                  of independent certified public accountants, who were approved
                  by Master Servicer in accordance with the Servicing Standard
                  stating that (i) revenues from the defeasance collateral
                  (without taking into account any earnings on reinvestment of
                  such revenues) will be sufficient to timely pay each of the
                  Scheduled Payments after the defeasance including the payment
                  in full of the Mortgage Loan (or the allocated portion thereof
                  in connection with a partial defeasance) on its Maturity Date
                  (or, in the case of an ARD Loan, on its Anticipated Repayment
                  Date), (ii) the revenues received in any month from the
                  defeasance collateral will be applied to make Scheduled
                  Payments within four (4) months after the date of receipt, and
                  (iii) interest income from the defeasance collateral to the
                  Defeasance Obligor in any calendar or fiscal year will not
                  exceed such Defeasance Obligor's interest expense for the
                  Mortgage Loan (or the allocated portion thereof in a partial
                  defeasance) for such year.

            (x)   The Mortgage Loan is not among the ten (10) largest loans in
                  the pool. The entire principal balance of the Mortgage Loan as
                  of the date of defeasance was less than both $[______] and
                  five percent of the pool balance, which is less than [__]% of
                  the aggregate Certificate Balance of the Certificates as of
                  the date of the most recent Trustee's Distribution Date
                  Statement received by us (the "Current Report").

            (xi)  The defeasance described herein, together with all prior and
                  simultaneous defeasances of Mortgage Loans, brings the total
                  of all fully and partially defeased Mortgage Loans to
                  $__________________, which is _____% of the aggregate
                  Certificate Balance of the Certificates as of the date of the
                  Current Report.

            (c)   Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance.

            (d)   Certify that the individual under whose hand the Master
Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.

            (e)   Agree to provide copies of all items listed in Exhibit B to
you upon request.



                            [SIGNATURE PAGE FOLLOWS]
<PAGE>





            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                       WACHOVIA BANK, NATIONAL ASSOCIATION



                                       By:____________________________________
                                          Name:
                                          Title:
<PAGE>

                                    EXHIBIT Q

                      FORM OF DEPOSITOR CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series 2004-C10 (the "Trust")

            I, [identify the certifying individual], a [title] of Wachovia
Commercial Mortgage Securities, Inc., the depositor into the above-referenced
Trust, certify that:

            1.    I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution date reports filed in respect of
periods included in the year covered by this annual report, of the Trust;

            2.    Based on my knowledge, the information in these reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

            3.    Based on my knowledge, the servicing information required to
be provided to the trustee by the master servicer and the special servicer under
the pooling and servicing agreement for inclusion in these reports is included
in these reports;

            4.    Based on my knowledge and upon the annual compliance statement
included in this annual report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing agreement, and except as
disclosed in this annual report, the master servicer and the special servicer
have fulfilled their obligations under the pooling and servicing agreement; and

            5.    This annual report discloses all significant deficiencies
relating to the master servicer's or special servicer's compliance with the
minimum servicing standards based upon the report provided by an independent
public accountant, after conducting a review in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar procedure, as set
forth in the pooling and servicing agreement, that is included in this annual
report.
<PAGE>

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Lennar Partners, Inc. and
Wells Fargo Bank, N.A.

Dated: ________________________________



_______________________________________
President and Chief Executive Officer
Wachovia Commercial Mortgage Securities, Inc.
<PAGE>
                                    EXHIBIT R

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                                 BY THE TRUSTEE

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series 2004-C10 (the "Trust")

            I, [identify the certifying individual], a [title] of Wells Fargo
Bank, N.A., certify to Wachovia Commercial Mortgage Securities, Inc. and their
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification in delivering the Certification required by
the pooling and servicing agreement relating to the Certificates (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the pooling and servicing agreement), that:

            1.    I have reviewed this annual report on Form 10-K, and all
      reports on Form 8-K containing distribution date reports filed in respect
      of periods included in the year covered by this annual report, of the
      Trust;

            2.    Based on my knowledge, the distribution information in these
      reports, taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading as of the last day of the period covered by this
      annual report;

            3.    Based on my knowledge, the distribution and servicing
      information required to be provided to the trustee by the master servicer
      under the pooling and servicing agreement is included in the reports
      delivered by the master servicer to the trustee;

Dated: ________________________________



_______________________________________
[Title]
Wells Fargo Bank, N.A.
<PAGE>
                                   EXHIBIT S-1

                   FORM OF MASTER SERVICER CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series 2004-C10 (the "Trust")

            I, [identify the certifying individual], a [title] of Wachovia Bank,
National Association, certify to Wachovia Commercial Mortgage Securities, Inc.
and their officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the pooling
and servicing agreement), that:

            1.    I have reviewed the servicing reports relating to the Trust
      delivered by the master servicer to the trustee pursuant to the pooling
      and servicing agreement covering the fiscal year [ ];

            2.    Based on my knowledge, and (a) assuming the accuracy of the
      statements required to be made in the corresponding certificate of the
      special servicer pursuant to Section 8.17(c) of the pooling and servicing
      agreement and (b) assuming that the information regarding the mortgage
      loans, the mortgagors or the mortgaged properties in the prospectus (the
      "Mortgage Information") does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statement made, in the light of the circumstances under which such
      statements were made, not misleading (but only to the extent that such
      Mortgage Information is or shall be used by the master servicer to prepare
      the servicing reports), the servicing information in these reports, taken
      as a whole, does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements made, in
      light of the circumstances under which such statements were made, not
      misleading as of the last day of the period covered by each such servicing
      report;

            3.    Based on my knowledge, and assuming that the special servicer
      timely delivered to the master servicer all servicing information required
      to be provided to the master servicer by the special servicer under the
      pooling and servicing agreement, the servicing information required to be
      provided to the trustee by the master servicer under the pooling and
      servicing agreement is included in the servicing reports delivered by the
      master servicer to the trustee;

            4.    I am responsible for reviewing the activities performed by the
      master servicer under the pooling and servicing agreement and based upon
      my knowledge and the annual compliance review required under section 3.13
      of the pooling and servicing agreement with respect to the master
      servicer, and except as disclosed in the compliance certificate delivered
      by the master servicer under section 3.13 of the pooling and servicing
      agreement, the master servicer has fulfilled its obligations under the
      pooling and servicing agreement; and

            5.    The accountant's statement delivered pursuant to section 3.14
      of the pooling and servicing agreement discloses all significant
      deficiencies relating to the master servicer's compliance with the minimum
      servicing standards based upon the report provided by an independent
      public accountant, after conducting a review in compliance with the
      Uniform Single Attestation Program for Mortgage Bankers or similar
      procedure, as set forth in the pooling and servicing agreement.

            In giving the certification above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [names of
sub-servicers].

            Notwithstanding the assumption made in clause 2(b) of this
certification, the master servicer is not entitled to make such assumption with
respect to Mortgage Information that, on or before five days prior to the
Determination Date for the related servicing report, (a) the master servicer has
been notified in writing by a party to the pooling and servicing agreement, any
mortgage loan seller (as defined in the pooling and servicing agreement), or any
affiliate thereof, was incorrect, or (b) the master servicer would have known
was incorrect in performing its servicing obligations under the pooling and
servicing agreement in accordance with the servicing standards (as defined in
the pooling and servicing agreement).

Dated: ________________________________



_______________________________________
[Title]
Wachovia Bank, National Association
<PAGE>

                                   EXHIBIT S-2

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                             BY THE SPECIAL SERVICER

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                          Series 2004-C10 (the "Trust")

            I, [identify the certifying individual], a [title] of [Special
Servicer], certify to Wachovia Commercial Mortgage Securities, Inc. and their
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification in delivering the Certification required by
the pooling and servicing agreement relating to the Certificates (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the pooling and servicing agreement), that:

            1.    I have reviewed the servicing reports relating to the Trust
      delivered by the special servicer to the master servicer and/or the
      trustee pursuant to the pooling and servicing agreement covering the
      fiscal year [ ];

            2.    Based on my knowledge, the servicing information in these
      reports delivered by the special servicer, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period covered by each servicing report;

            3.    Based on my knowledge, the servicing information required to
      be provided to the master servicer by the special servicer under the
      pooling and servicing agreement is included in the servicing reports
      delivered by the special servicer to the master servicer;

            4.    I am responsible for reviewing the activities performed by the
      special servicer under the pooling and servicing agreement and based upon
      my knowledge and the annual compliance review required under section 3.13
      of the pooling and servicing agreement with respect to the special
      servicer, and except as disclosed in the compliance certificate delivered
      by the special servicer under section 3.13 of the pooling and servicing
      agreement, the special servicer has fulfilled its obligations under the
      pooling and servicing agreement in all material respects; and

            5.    The accountant's statement delivered pursuant to section 3.14
      of the pooling and servicing agreement discloses all significant
      deficiencies relating to the special servicer's compliance with the
      minimum servicing standards based upon the report provided by an
      independent public accountant, after conducting a review in compliance
      with the Uniform Single Attestation Program for Mortgage Bankers or
      similar procedure, as set forth in the pooling and servicing agreement.

Dated: ________________________________



_______________________________________
[Title] [Special Servicer]