Exhibit 4.1



===============================================================================




                  WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor


                                       and


                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                 Master Servicer


                                       and


                              LENNAR PARTNERS, INC.
                                Special Servicer


                                       and


                        WELLS FARGO BANK MINNESOTA, N.A.
                                     Trustee



                         POOLING AND SERVICING AGREEMENT

                           Dated as of August 1, 2003

                              _____________________

                                  $952,783,999


                  Commercial Mortgage Pass-Through Certificates

                                 Series 2003-C6


===============================================================================



<PAGE>


                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01 Defined Terms...................................................3

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

SECTION 2.01 Conveyance of Mortgage Loans and ED Loan REMIC Interests.......62

SECTION 2.02 Acceptance of the Trust Fund by Trustee........................64

SECTION 2.03 Mortgage Loan Seller's Repurchase or Substitution of Mortgage
             Loans for Document Defects and Breaches of Representations and
             Warranties.....................................................66

SECTION 2.04 Representations and Warranties of Depositor....................69

SECTION 2.05 Conveyance of Mortgage Loans and ED Loan REMICs;
             Acceptance of REMIC I and Grantor Trust by Trustee............ 71

SECTION 2.06 Issuance of REMIC I Regular Interests; Execution, Authentication
             and Delivery of Class R-I Certificates.........................71

SECTION 2.07 Conveyance of REMIC I Regular Interests; Acceptance of REMIC II
             by Trustee.....................................................71

SECTION 2.08 Execution, Authentication and Delivery of REMIC II
             Certificates...................................................72

SECTION 2.09 Execution, Authentication and Delivery of Class Z-I and
             Class Z-II Certificates........................................72

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01 Administration of the Mortgage Loans...........................72

SECTION 3.02 Collection of Mortgage Loan Payments...........................74

SECTION 3.03 Collection of Taxes, Assessments and Similar Items; Servicing
             Accounts; Reserve Accounts.................................... 76

SECTION 3.04 Certificate Account, Interest Reserve Account, Additional
             Interest Account, Distribution Account and Companion
             Distribution Account...........................................80

SECTION 3.05 Permitted Withdrawals from the Certificate Account, Interest
             Reserve Account, the Additional Interest Account and the
             Distribution Account...........................................84

SECTION 3.06 Investment of Funds in the Servicing Accounts, the Reserve
             Accounts, the Certificate Account, the Interest Reserve Account,
             the Distribution Account, the Additional Interest Account and the
             REO Account....................................................90


                                       i
<PAGE>

SECTION 3.07 Maintenance of Insurance Policies; Errors and Omissions and
             Fidelity Coverage..............................................92

SECTION 3.08 Enforcement of Alienation Clauses..............................95

SECTION 3.09 Realization Upon Defaulted Mortgage Loans; Required Appraisals.97

SECTION 3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files.101

SECTION 3.11 Servicing Compensation........................................102

SECTION 3.12 Property Inspections; Collection of Financial Statements;
             Delivery of Certain Reports...................................106

SECTION 3.13 Annual Statement as to Compliance.............................109

SECTION 3.14 Reports by Independent Public Accountants.....................110

SECTION 3.15 Access to Certain Information.................................110

SECTION 3.16 Title to REO Property; REO Account............................113

SECTION 3.17 Management of REO Property....................................115

SECTION 3.18 Resolution of Defaulted Mortgage Loans and REO Properties.....117

SECTION 3.19 Additional Obligations of Master Servicer and Special
             Servicer......................................................122

SECTION 3.20 Modifications, Waivers, Amendments and Consents...............122

SECTION 3.21 Transfer of Servicing Between Master Servicer and Special
             Servicer; Record Keeping......................................129

SECTION 3.22 Sub-Servicing Agreements......................................132

SECTION 3.23 Representations and Warranties of Master Servicer and Special
             Servicer......................................................134

SECTION 3.24 Sub-Servicing Agreement Representation and Warranty...........137

SECTION 3.25 Designation of Controlling Class Representative...............137

SECTION 3.26 [RESERVED]....................................................139

SECTION 3.27 Companion Paying Agent........................................139

SECTION 3.28 Companion Register............................................140

                                   ARTICLE IV
                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01 Distributions.................................................140

SECTION 4.02 Statements to Certificateholders; CMSA Loan Periodic Update
             File..........................................................151

SECTION 4.03 P&I Advances..................................................157

SECTION 4.04 Allocation of Realized Losses and Additional Trust Fund
             Expenses; Allocation of Certificate Deferred Interest;
             Allocation of Appraisal Reduction Amounts.....................160


                                       ii
<PAGE>

SECTION 4.05 Calculations..................................................162

SECTION 4.06 Use of Agents.................................................162

                                    ARTICLE V
                                THE CERTIFICATES

SECTION 5.01 The Certificates..............................................162

SECTION 5.02 Registration of Transfer and Exchange of Certificates.........163

SECTION 5.03 Book-Entry Certificates.......................................168

SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.............169

SECTION 5.05 Persons Deemed Owners.........................................170

                                   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......................................................170

SECTION 6.02 Merger, Consolidation or Conversion of Depositor or
             Master Servicer or Special Servicer...........................170

SECTION 6.03 Limitation on Liability of Depositor, Master Servicer
             and Special Servicer..........................................171

SECTION 6.04 Resignation of Master Servicer and the Special
             Servicer......................................................172

SECTION 6.05 Rights of Depositor and Trustee in Respect of Master
             Servicer and the Special Servicer.............................172

SECTION 6.06 Depositor, Master Servicer and Special Servicer to Cooperate
             with Trustee..................................................173

SECTION 6.07 Depositor, Special Servicer and Trustee to Cooperate with
             Master Servicer...............................................173

SECTION 6.08 Depositor, Master Servicer and Trustee to Cooperate with
             Special Servicer..............................................173

SECTION 6.09 Designation of Special Servicer by the Controlling
             Class.........................................................173

SECTION 6.10 Master Servicer or Special Servicer as Owner of a
             Certificate...................................................174

SECTION 6.11 The Controlling Class Representative..........................175

                                   ARTICLE VII
                                     DEFAULT

SECTION 7.01 Events of Default.............................................177

SECTION 7.02 Trustee to Act; Appointment of Successor......................181

SECTION 7.03 Notification to Certificateholders............................182

SECTION 7.04 Waiver of Events of Default...................................183

SECTION 7.05 Additional Remedies of Trustee Upon Event of Default..........183


                                       iii
<PAGE>

                                  ARTICLE VIII
                             CONCERNING THE TRUSTEE

SECTION 8.01 Duties of Trustee.............................................183

SECTION 8.02 Certain Matters Affecting Trustee.............................185

SECTION 8.03 Trustee Not Liable for Validity or Sufficiency of
             Certificates or Mortgage Loans................................186

SECTION 8.04 Trustee May Own Certificates..................................187

SECTION 8.05 Fees and Expenses of Trustee; Indemnification of Trustee......187

SECTION 8.06 Eligibility Requirements for Trustee..........................187

SECTION 8.07 Resignation and Removal of Trustee............................188

SECTION 8.08 Successor Trustee.............................................189

SECTION 8.09 Merger or Consolidation of Trustee............................190

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.................190

SECTION 8.11 Appointment of Custodians.....................................191

SECTION 8.12 Appointment of Authenticating Agents..........................192

SECTION 8.13 Access to Certain Information.................................193

SECTION 8.14 Appointment of REMIC Administrators...........................193

SECTION 8.15 Representations, Warranties and Covenants of Trustee..........194

SECTION 8.16 Appointment of Paying Agent...................................195

SECTION 8.17 Reports to the Securities and Exchange Commission; Available
             Information...................................................196

SECTION 8.18 Maintenance of Mortgage File..................................199

                                   ARTICLE IX
                                   TERMINATION

SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
             Loans.........................................................199

SECTION 9.02 Additional Termination Requirements...........................202

                                    ARTICLE X
                            ADDITIONAL TAX PROVISIONS

SECTION 10.01 REMIC Administration.........................................202

SECTION 10.02 Grantor Trust Administration.................................207

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

SECTION 11.01 Amendment....................................................209

SECTION 11.02 Recordation of Agreement; Counterparts.......................211


                                       iv
<PAGE>

SECTION 11.03 Limitation on Rights of Certificateholders...................211

SECTION 11.04 Governing Law................................................212

SECTION 11.05 Notices......................................................212

SECTION 11.06 Severability of Provisions...................................213

SECTION 11.07 Grant of a Security Interest.................................213

SECTION 11.08 Streit Act...................................................213

SECTION 11.09 Successors and Assigns; Beneficiaries........................213

SECTION 11.10 Article and Section Headings.................................214

SECTION 11.11 Notices to Rating Agencies...................................214

SECTION 11.12 Complete Agreement...........................................215


                                       v
<PAGE>

EXHIBITS

Exhibit Description               Exhibit No.       Section Reference
----------------------------      ---------         --------------------------

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

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

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

Form of Class A-4 Certificate        A-4            Section 1.10 Definition of
                                                    "Class A-4 Certificate"

Form of Class IO Certificates        A-5            Section 1.01 Definition of
                                                    "Class IO Certificates"

Form of Class B Certificate          A-6            Section 1.01 Definition of
                                                    "Class B Certificate"

Form of Class C Certificate          A-7            Section 1.01 Definition of
                                                    "Class C Certificate"

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

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

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

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

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

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

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

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

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

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

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



                                       vi
<PAGE>

Exhibit Description               Exhibit No.       Section Reference
---------------------------       ----------        --------------------------
Form of Class P Certificate          A-19           Section 1.01 Definition of
                                                    "Class P Certificate"

Form of Class R-I Certificate        A-20           Section 1.01 Definition of
                                                    "Class R-I Certificate"

Form of Class R-II Certificate       A-21           Section 1.01 Definition of
                                                    "Class R-II Certificate"

Form of Class Z-I Certificate        A-22           Section 1.01 Definition of
                                                    "Class Z-I Certificate"

Form of Class Z-II Certificate       A-23           Section 1.01 Definition of
                                                    "Class Z-II 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 of
Request for Release                                 "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 of
Request for Release                                 "Request for Release";
                                                    Section 3.10(b)

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

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

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

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

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

Form of Transferee Certificate       H              Section 5.02(c)

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



                                       vii
<PAGE>

Exhibit Description               Exhibit No.     Section Reference
------------------------------    -----------     --------------------------
Form of Transferor Certificate       I-2          Section 5.02(d)(i)(4)
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 of
Loan Status Report                                "Interim Delinquent Loan
                                                  Status Report"

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

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

Initial Companion Holders            M            Section 3.28

Form of Purchase Option              N            Section 3.18(e)
Notice

Form of Defeasance                   O            Section 3.20(h)
Certificate

Form of Depositor                    P            Section 8.17(b)
Certification

Form of Trustee                      Q            Section 8.17(c)
Certification

Form of Master Servicer              R            Section 8.17(c)
Certification

Form of Special Servicer             S            Section 8.17(c)
Certification


                                       viii
<PAGE>


                         POOLING AND SERVICING AGREEMENT

         This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of August 1, 2003, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
LENNAR PARTNERS, INC., as Special Servicer, and WELLS FARGO BANK MINNESOTA,
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 each of two
segregated pools of assets, each consisting of one of the ED Loans and certain
other related assets subject to this Agreement, as a REMIC for federal income
tax purposes, and each such segregated pool of assets will be designated as an
"ED Loan REMIC." The ED Loan REMIC Regular Interests will be held as assets of
REMIC I, and each ED Loan REMIC Residual Interest will represent the sole class
of "residual interests" in the related ED Loan REMIC and will be represented by
the Class R-I Certificates.

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of all of the Majority Mortgage Loans (exclusive of that
portion of the interest payments thereon that constitutes Additional Interest),
the ED Loan REMIC Regular Interests 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 REMIC I Residual Interest
Certificates will represent the sole class of "residual interests" in REMIC I
for purposes of the REMIC Provisions under federal income tax law, and will be
represented by the Class R-I Certificates.

         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 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
corresponding REMIC I Regular Interest (the "Corresponding REMIC I Regular
Interest"), the Corresponding Components of the Class IO Certificates and the
Original Class Principal Balance for each Class of Sequential Pay Certificates
(the "Corresponding Certificates").


<PAGE>
<TABLE>
<CAPTION>
                                                                               Corresponding
   Corresponding           Original Class          Corresponding REMIC I    Components of Class IO
   Certificates           Principal Balance        Regular Interests (1)       Certificates (1)
-------------------     -------------------     ------------------------    -----------------------
<S>                               <C>                      <C>                        <C>
Class A-1                       $94,000,000                LA-1                     IO-A-1
Class A-2                      $215,000,000                LA-2                     IO-A-2
Class A-3                      $143,000,000                LA-3                     IO-A-3
Class A-4                      $317,373,000                LA-4                     IO-A-4
Class B                         $29,774,000                 LB                       IO-B
Class C                         $13,101,000                 LC                       IO-C
Class D                         $25,010,000                 LD                       IO-D
Class E                         $14,292,000                 LE                       IO-E
Class F                         $17,865,000                 LF                       IO-F
Class G                         $13,101,000                 LG                       IO-G
Class H                         $13,100,000                 LH                       IO-H
Class J                         $14,292,000                 LJ                       IO-J
Class K                          $9,528,000                 LK                       IO-K
Class L                          $4,764,000                 LL                       IO-L
Class M                          $4,764,000                 LM                       IO-M
Class N                          $4,764,000                 LN                       IO-N
Class O                          $3,572,000                 LO                       IO-O
Class P                         $15,483,999                 LP                       IO-P
</TABLE>

         (1)......The REMIC I Regular Interest and the Component of the Class IO
Certificates that corresponds 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 the ED Loan REMICs, REMIC I or REMIC II. The Class Z-I and
Class Z-II Certificates represent undivided beneficial interests in the Grantor
Trust as described herein.

         Each of the four (4) mortgage loans referred to in this Agreement as
the Lloyd Center Companion Loan, the 1370 Broadway Companion Loan, the CBA
Companion Loan and the Best Buy Companion Loan (each a "Companion Loan" and,
collectively the "Companion Loans") are not 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 Lloyd Center Mortgage
Loan (loan number 2), the 1370 Broadway Mortgage Loan (loan number 4), the CBA

                                       2
<PAGE>

Mortgage Loan (loan number 37) and the Best Buy Mortgage Loan (loan number 40),
(each, a "Co-Lender Loan" and, collectively, the "Co-Lender Loans") that are
part of the Trust Fund. As and to the extent provided herein, the AB Companion
Loans will be serviced and administered in accordance with this Agreement. The
Lloyd Center Loan Pair will be serviced and administered in accordance with the
Pooling and Servicing Agreement (the "2003-C5 PSA") dated as of July 1, 2003, by
and among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"2003-C5 Depositor"), Wachovia Bank, National Association, as master servicer
(the "2003-C5 Master Servicer"), Lennar Partners, Inc., as special servicer (the
"2003-C5 Special Servicer"), and the Wells Fargo Bank Minnesota, N.A., as
trustee (the "2003-C5 Trustee"), pursuant to which Wachovia Bank Commercial
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2003-C5
were issued. Amounts attributable to the Companion Loans 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.

          "1370 Broadway Companion Holder": The holder of the 1370 Broadway
Companion Loan.

          "1370 Broadway 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 1370 Broadway Mortgage Loan.

          "1370 Broadway Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of August 20, 2003, by and between Wachovia Bank,
National Association, as lead lender and SLG 1370 Funding LLC, as co-lender, in
connection with the 1370 Broadway Loan Pair.

          "1370 Broadway Loan Pair": The 1370 Broadway Mortgage Loan, together
with the 1370 Broadway Companion Loan.

          "1370 Broadway Mortgage Loan": That certain Mortgage Loan identified
on the Mortgage Loan Schedule as loan number 4.

         "2003-C5 Depositor":  As defined in the Preliminary Statement.

         "2003-C5 Master Servicer":  As defined in the Preliminary Statement.


                                       3
<PAGE>

          "2003-C5 PSA": As defined in the Preliminary Statement.

          "2003-C5 Special Servicer": As defined in the Preliminary Statement.

          "2003-C5 Trustee": As defined in the Preliminary Statement.

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

          "AB Companion Holders": Each of the 1370 Broadway Companion Holder,
the CBA Companion Holder and the Best Buy Companion Holder.

          "AB Companion Loans": Each of the 1370 Broadway Companion Loan, the
CBA Companion Loan and the Best Buy Companion Loan.

          "AB Intercreditor Agreement": Each of the 1370 Broadway Intercreditor
Agreement, the CBA Intercreditor Agreement and the Best Buy Intercreditor
Agreement.

          "AB Mortgage Loan": Each of the 1370 Broadway Mortgage Loan, the CBA
Mortgage Loan and the Best Buy Mortgage Loan.

          "Accrued Certificate Interest": With respect to any Class of Regular
Certificates (other than the Class IO 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 IO 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 IO Certificates for any Distribution Date, one month's interest at the
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.

                                       4
<PAGE>

          "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 Minnesota, N.A., as Trustee, in trust
for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-C6, Additional
Interest Account." The Additional Interest Account shall not be an asset of
either ED Loan REMIC, 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, Principal Recovery 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; 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 or the Distribution Account, as the case may be.

          "Additional Yield Amount": With respect to any Distribution Date and
the Regular Certificates (other than the Class IO Certificates and any Excluded
Class) entitled to distributions of principal 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

                                       5
<PAGE>

an REO Loan 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 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 Regular Certificates
on such Distribution Date pursuant to Section 4.01(a), and the denominator of
which is equal to the Principal Distribution Amount for such Distribution Date.

          "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 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 or the Trustee, all unpaid interest on the Required Appraisal
Mortgage 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

                                       6
<PAGE>

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, (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 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 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.

          "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.

          "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 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

                                       7
<PAGE>

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 (including, with respect to the Lloyd
Center Mortgage Loan, any amounts remitted by or advanced by the 2003-C5 Master
Servicer) 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 in connection with certain prepayments and Balloon
Payments on the Mortgage Loans identified as loan numbers 58, 71, 88 and 98 on
the Mortgage Loan Schedule as described in Sections 3.19(d) and 3.19(e), 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(d), 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) and (xx) 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), (vi) any amounts
deposited in the Certificate Account or the Distribution Account in error and
(vii) any prepayments or Balloon Payment, as applicable, received on the
Mortgage Loans identified as loan numbers 58, 71, 88 and 98 on the Mortgage Loan
Schedule received in the related Collection Period after 3:00 p.m. New York City
time on the related P&I Advance Date or on the related Distribution Date
(provided that such funds, less any amounts applied to reimburse the Master
Servicer for any P&I Advance, shall be available on the immediately succeeding
Distribution Date).

                                       8
<PAGE>

          "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).

          "Best Buy Companion Holder": The holder of the Best Buy Companion
Loan.

          "Best Buy 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 Best Buy Mortgage Loan.

          "Best Buy Intercreditor Agreement": The Intercreditor Agreement Among
Note Holders, dated as of April 1, 2002, by and between Wachovia Bank, National
Association and Capital Lease Funding, LLC, together with, with respect to the
Best Buy Loan Pair, Intercreditor Agreement Supplement, dated June 11, 2003.

          "Best Buy Loan Pair": The Best Buy Mortgage Loan, together with the
Best Buy Companion Loan.

          "Best Buy Mortgage Loan": That certain Mortgage Loan identified on the
Mortgage Loan Schedule as loan number 40.


          "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
Amounts 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

                                       9
<PAGE>

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.

          "CBA Companion Holder":  The holder of the CBA Companion Loan.

          "CBA 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
CBA Mortgage Loan.

          "CBA Intercreditor Agreement": The Intercreditor Agreement Among Note
Holders, dated as of July 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 CBA Loan Pair.

          "CBA Loan Pair": The CBA Mortgage Loan, together with the CBA
Companion Loan.

          "CBA Mortgage Loan": That certain Mortgage Loan identified on the
Mortgage Loan Schedule as loan number 37.

          "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 2003-C6, 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 Minnesota, 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 2003-C6." Subject to the related Intercreditor Agreement and taking into
account that each AB Companion Loan is subordinate to its related AB Mortgage
Loan to the extent set forth in the related Intercreditor Agreement, 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 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 IO Notional Amount, 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.

                                       10
<PAGE>

          "Certificate Notional Amount": With respect to any Class IO
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 IO Notional Amount.

          "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, 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 and any election,
removal or replacement of the Special Servicer or the Controlling Class
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 Loans": Each of the Mortgage Loans transferred and
assigned to the Depositor pursuant to the Citigroup Mortgage Loan Purchase
Agreement.

          "Citigroup Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of August 1, 2003, between the Depositor and
Citigroup and relating to the transfer of the Citigroup Mortgage Loans to the
Depositor.

                                       11
<PAGE>

          "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, and Class
A-4 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-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-6
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-7
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-8
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-9
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-10
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-11
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

                                       12
<PAGE>

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

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

          "Class J Certificate": Any one of the Certificates with a "Class J"
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 K Certificate": Any one of the Certificates with a "Class K"
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 L Certificate": Any one of the Certificates with a "Class L"
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 M Certificate": Any one of the Certificates with a "Class M"
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 N Certificate": Any one of the Certificates with a "Class N"
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 O Certificate": Any one of the Certificates with a "Class O"
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 P Certificate": Any one of the Certificates with a "Class P"
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 Principal Balance": The aggregate principal balance of any
Class of Sequential Pay Certificates outstanding from time to time. As of the
Closing Date, the Class Principal Balance of each Class of Sequential Pay
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 will be increased on any Distribution Date by the
amount of any Certificate

                                       13
<PAGE>

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 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-20
attached hereto, and evidencing the REMIC I Residual Interest and the ED Loan
REMIC Residual Interests.

          "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-21
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

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

          "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-22
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-23
attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

          "Closing Date":  August 27, 2003.

          "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.

                                       14
<PAGE>

          "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

                                       15
<PAGE>

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 transactionally 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,
except with respect to 4 Mortgage Loans, identified on the Mortgage Loan
Schedule as loan numbers 58, 71, 88 and 98, the period that begins on the
sixteenth day in the month immediately preceding 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.

                                       16
<PAGE>

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 AB 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 2003-C6." 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) Capital Lease Funding, LLC,
with respect to the Best Buy Companion Loan, (ii) SLG 1370 Funding LLC, with
respect to the 1370 Broadway Companion Loan, (iii) CBA-Mezzanine Capital
Finance, LLC, with respect to the CBA Companion Loan, and (iv) the trust created
under the 2003-C5 PSA, with respect to the Lloyd Center Companion Loan.

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

          "Companion Paying Agent": The paying agent appointed pursuant to
Section 3.27.

          "Companion Register": The register maintained by the Companion Paying
Agent pursuant to Section 3.28.

          "Component": Each of Component IO-A-1, Component IO-A-2, Component
IO-A-3, Component IO-A-4, Component IO-B, Component IO-C, Component IO-D,
Component IO-E, Component IO-F, Component IO-G, Component IO-H, Component IO-J,
Component IO-K, Component IO-L, Component IO-M, Component IO-N, Component IO-O
and Component IO-P.

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

                                       17
<PAGE>

          "Component IO-A-2": One of eighteen components of Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-2 as of any date of
determination.

          "Component IO-A-3": One of eighteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-3 as of any date of
determination.

          "Component IO-A-4": One of eighteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-4 as of any date of
determination.

          "Component IO-B": One of eighteen components of the Class IO
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 IO-C": One of eighteen components of the Class IO
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 IO-D": One of eighteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LD as of any date of
determination.

          "Component IO-E": One of eighteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LE as of any date of
determination.

          "Component IO-F": One of eighteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LF as of any date of
determination.

          "Component IO-G": One of eighteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LG as of any date of
determination.

          "Component IO-H": One of eighteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LH as of any date of
determination.

          "Component IO-J": One of eighteen components of the Class IO
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LJ as of any date of
determination.

          "Component IO-K": One of eighteen components of the Class IO
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.

                                       18
<PAGE>

          "Component IO-L": One of eighteen components of the Class IO
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 IO-M": One of eighteen components of the Class IO
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 IO-N": One of eighteen components of the Class IO
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 IO-O": One of eighteen components of the Class IO
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 IO-P": One of eighteen components of the Class IO
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.

          "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.

          "Control Appraisal Period": "Control Appraisal Period" as defined in
the 1370 Broadway Intercreditor Agreement.

          "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 Residual Certificates or the
Class IO Certificates) bearing the latest alphabetical Class designation. With
respect to determining the Controlling Class, the Class A-1, Class A-2, Class
A-3 and Class A-4 Certificates shall be deemed a single Class of Certificates.

          "Controlling Class Representative": As defined in Section 3.25.

          "Corporate Trust Office": The principal 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 2003-C6, 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 2003-C6.

                                       19
<PAGE>

          "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 Component of the Class IO 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 August 2003.

          "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


                                       20
<PAGE>

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


                                       21
<PAGE>

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

          "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), 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.

                                       22
<PAGE>

          "Distributable Certificate Interest": With respect to any Class of
Regular 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 IO 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 for such Distribution Date (other than the Class IO Certificates,)
and (ii) with respect to each such Class (other than the Class IO 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 Minnesota,
N.A., as Trustee, in trust for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2003-C6."

          "Distribution Date": The fifteenth day of any month, or if such
fifteenth day is not a Business Day, the Business Day immediately succeeding,
commencing on September 15, 2003.

          "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.

          "ED Loans": Two Mortgage Loans identified on the Mortgage Loan
Schedule as loan numbers 58 and 88.

          "ED Loan REMIC": Each segregated pool of assets subject hereto with
respect to which a separate REMIC election is to be made and consisting of the
related ED Loan, proceeds thereof, amounts with respect thereto held in the
Certificate Account, the Distribution Account, and the REO Account, those items
with respect to the related ED Loan specified in clauses (iii), (iv) (with
respect to the Wachovia Mortgage Loan Purchase Agreement) and (vi) of the
definition of "REMIC I," and, with respect to the ED Loan identified on the


                                       23
<PAGE>

Mortgage Loan Schedule as loan number 88, the Rite Aid-Bayville Deposit and the
Rite Aid-Bayville Deposit Account.

          "ED Loan REMIC Interests": Collectively, the ED Loan REMIC Residual
Interests and the ED Loan REMIC Regular Interests.

          "ED Loan REMIC Regular Interests": With respect to each ED Loan REMIC,
the uncertificated "regular interest," within the meaning of Code Section
860G(a)(1), in such ED Loan REMIC. The principal balance of each ED Loan REMIC
Regular Interest shall equal the outstanding Stated Principal Balance of the
related ED Loan (or, if applicable, the deemed Stated Principal Balance of any
successor REO Loan). The interest rate on each ED Loan REMIC Regular Interest
shall be the Net Mortgage Rate of the related ED Loan. Payments and other
collections of amounts received on or in respect to an ED Loan (or any related
REO Property) shall be deemed distributable on the related ED Loan REMIC Regular
Interest.

          "ED Loan REMIC Residual Interest": With respect to each ED Loan REMIC,
the sole class of "residual interest," within the meaning of Code Section
860G(a)(2), in the related ED Loan REMIC. Each ED Loan REMIC Residual Interest
shall be represented by the Class R-I Certificates.

          "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


                                       24
<PAGE>

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 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 and PTE 89-89 as each may be 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 or the
Citigroup Mortgage Loan Purchase Agreement, as applicable, by the Majority
Subordinate Certificateholder, the Companion Holder or the Special Servicer
pursuant to Section 3.18(c), 3.18(d), 3.18(e) or 3.18(h) or by the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder
pursuant to Section 9.01) 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 (or in the case of the Lloyd Center Mortgage Loan, a
"Final Recovery Determination" as defined in the 2003-C5 PSA with respect to
such Mortgage Loan).

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

                                       25
<PAGE>

          "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.

          "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 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 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 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 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
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


                                       26
<PAGE>

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 either ED Loan REMIC or REMIC I within the meaning
of Section 856(d)(3) of the Code if such ED Loan REMIC or 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), so
long as such ED Loan REMIC or REMIC I does not receive or derive any income from
such Person and provided that the relationship between such Person and such ED
Loan REMIC or 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 Balloon Loan": Each Balloon Mortgage Loan that is insured by
an RVI Policy and identified as an Insured Balloon Loan on the Mortgage Loan
Schedule.

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

          "Insured Event": With respect to a Lease Enhancement Policy or an RVI
Policy, any occurrence, condition or event that gives rise or with the passage
of time will give rise to a claim under the Lease Enhancement Policy or RVI
Policy.

          "Intercreditor Agreement": Each of the Lloyd Center Intercreditor
Agreement, the Best Buy Intercreditor Agreement and the CBA Intercreditor
Agreement.

          "Interest Accrual Period": With respect to each Class of Regular
Certificates, REMIC I Regular Interests or ED Loan REMIC 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


                                       27
<PAGE>

calculating interest on the Regular Certificates, the REMIC I Regular Interests
and the ED Loan REMIC 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 Minnesota, 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 2003-C6."

          "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.

          "Interest Reserve Loan": Each Mortgage 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, 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/cmbs" 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

                                       28
<PAGE>

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.

          "Lease Enhancement Policy": With respect to Mortgage Loan numbers 40,
58, 71, 88 and 98 on the Mortgage Loan Schedule, any non-cancelable lease
enhancement insurance policy that insures against certain losses arising out of
casualty and/or condemnation of the related Mortgaged Property.

          "Lease Enhancement Policy Insurer": With respect to the Lease
Enhancement Policy, Lexington Insurance Company; together with any assignee,
successor or subsequent insurer thereunder.

          "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 Wachovia Mortgage
Loan Purchase Agreement or the Citigroup Mortgage Loan Purchase Agreement, as
applicable; or (iv) such Mortgage Loan is purchased by the Majority Subordinate
Certificateholder, the Companion Holder, 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 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 or defaulted
AB Mortgage Loan by the Majority Subordinate Certificateholder, the related
Companion Holder, the Special Servicer pursuant to Section 3.18(c), Section
3.18(d) or Section 3.18(e); (v) the repurchase of a Mortgage Loan by a Mortgage
Loan Seller, pursuant to the Wachovia Mortgage Loan Purchase Agreement or the
Citigroup Mortgage Loan Purchase Agreement, as applicable; (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).


                                       29
<PAGE>

"Lloyd Center Companion Holder": The holder of the Lloyd Center
Companion Loan. As of the Closing Date, the Lloyd Center Companion Holder is the
trust created by the 2003-C5 PSA.

          "Lloyd Center 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 Lloyd Center Mortgage Loan.

          "Lloyd Center Intercreditor Agreement": The Intercreditor Agreement
Among Note Holders, dated as of July 1, 2003, by and between Wachovia Bank,
National Association, as A1 Note Holder, and Wachovia Bank, National
Association, as A2 Note Holder, in connection with the Lloyd Center Loan Pair.

          "Lloyd Center Loan Pair": The Lloyd Center Mortgage Loan, together
with the Lloyd Center Companion Loan.

          "Lloyd Center Mortgage Loan": That certain Mortgage Loan identified on
the Mortgage Loan Schedule as loan number 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 Mortgage Loans": All of the Mortgage Loans other than the ED
Loans.

          "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, Class A-2 Certificates, Class A-3 Certificates and the Class A-4
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.

                                       30
<PAGE>

          "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 Minnesota, N.A.,
          as trustee for the registered holders of Wachovia Bank Commercial
          Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
          2003-C6, 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

                                       31
<PAGE>

          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 Minnesota, N.A., as trustee for the registered
          holders of Wachovia Bank Commercial Mortgage Trust, Commercial
          Mortgage Pass-Through Certificates, Series 2003-C6, 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 Minnesota, N.A., as
          trustee for the registered holders of Wachovia Bank Commercial
          Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
          2003-C6, 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 Minnesota, N.A., as trustee
          for the registered holders of Wachovia Bank Commercial Mortgage Trust,
          Commercial Mortgage Pass-Through Certificates, Series 2003-C6, as
          assignee, or in blank;

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

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

                                       32
<PAGE>

               (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, 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. As used in this Agreement, the
term "Mortgage Loan" does not include any Companion Loan.

          "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the ED Loan REMICs or REMIC I, as
applicable, 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;

                                       33
<PAGE>

          (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) whether such Mortgage Loan is an ED Loan;

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

        (xxii) the number of units or square feet related to the
               Mortgaged Property. "Mortgage Loan Seller": Wachovia,
               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,


                                       34
<PAGE>

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
Rate, 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.

          "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 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.

          "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, 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.

                                       35
<PAGE>

          "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, 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 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.

          "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 an ED Loan REMIC or REMIC I, as applicable,
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 or REO Loan by the Master
Servicer or the Trustee, as the case may be, or, in the case of the Lloyd Center
Mortgage Loan, made by the 2003-C5 Master Servicer, that, as determined by the
Master Servicer, the Trustee or the 2003-C5 Master Servicer or the 2003-C5
Trustee, as applicable, in accordance with the Servicing Standard or the
"Servicing Standard" as defined in the 2003-C5 PSA, as applicable, 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, or, in the case of the Lloyd Center Mortgage Loan, made by the 2003-C5
Master Servicer or the 2003-C5 Trustee, that, as determined by the Master
Servicer, the Special Servicer, the Trustee, the 2003-C5 Master Servicer or
2003-C5 Trustee, in accordance with the Servicing Standard or the "Servicing
Standard" as defined in the 2003-C5 PSA, as applicable, 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.

                                       36
<PAGE>

          "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class IO, 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 R-I or Class
R-II Certificate.

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

          "Officers' 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 ED Loan REMIC, 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 IO Certificates), the initial Class
Principal Balance thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.

          "Original Notional Amount": The initial Class IO Notional Amount
as of the Closing Date.


          "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.

          "Pass-Through Rate":  With respect to:

               (i)  the Class A-1 Certificates for any Distribution Date,
                    3.364% per annum;

               (ii) the Class A-2 Certificates for any Distribution Date,
                    4.498% per annum

              (iii) the Class A-3 Certificates for any Distribution Date,
                    the lesser of (1) 4.957% per annum and (2) the Weighted
                    Average Net Mortgage Rate for such date;

               (iv) the Class A-4 Certificates for any Distribution Date,
                    the lesser of (1) 5.125% per annum and (2) the Weighted
                    Average Net Mortgage Rate for such date;

                                       37
<PAGE>

               (v)  the Class B Certificates for any Distribution Date, the
                    lesser of (1) 5.125% per annum and (2) the Weighted
                    Average Net Mortgage Rate for such date;

               (vi) the Class C Certificates for any Distribution Date,
                    5.125% per annum and (2) the Weighted Average Net
                    Mortgage Rate for such date;

              (vii) the Class D Certificates for any Distribution Date,
                    the lesser of (1) 5.125% per annum and (2) the Weighted
                    Average Net Mortgage Rate for such date;

             (viii) the Class E Certificates for any Distribution Date,
                    the lesser of (1) 5.125% per annum and (2) the Weighted
                    Average Net Mortgage Rate for such date;

               (ix) the Class F Certificates for any Distribution Date, the
                    lesser of (1) 5.125% per annum and (2) the Weighted
                    Average Net Mortgage Rate for such date;

               (x)  the Class G Certificates for any Distribution Date, the
                    lesser of (1) 5.125% per annum and (2) the Weighted
                    Average Net Mortgage Rate for such date;

               (xi) the Class H Certificates for any Distribution Date, the
                    lesser of (1) 5.125% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

              (xii) the Class J Certificates for any Distribution Date, the
                    lesser of (1) 5.481% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

             (xiii) the Class K Certificates for any Distribution Date, the
                    lesser of (1) 5.481% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

              (xiv) the Class L Certificates for any Distribution Date, the
                    lesser of (1) 5.481% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

               (xv) the Class M Certificates for any Distribution Date, the
                    lesser of (1) 5.481% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

              (xvi) the Class N Certificates for any Distribution Date, the
                    lesser of (1) 5.481% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

                                       38
<PAGE>

             (xvii) the Class O Certificates for any Distribution Date, the
                    lesser of (1) 5.481% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

            (xviii) the Class P Certificates for any Distribution Date, the
                    lesser of (1) 5.481% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date; and

              (xix) the Class IO Certificates, for the initial Distribution
                    Date, 0.504% per annum, and for any subsequent Distribution
                    Date, the weighted average of the Strip Rates for the
                    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.

          "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.

          "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 or Class Z-II 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):

                                       39
<PAGE>

               (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

                                       40
<PAGE>

         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
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 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 the
ED Loan REMICs, REMIC I or REMIC II, the Holder of Certificates holding the
largest Percentage Interest of the related Class of Residual Certificates.

          "Policy Termination Event": With respect to any Lease Enhancement
Policy or RVI Policy, any abatement, rescission, cancellation, termination,
contest, legal process, arbitration or disavowal of liability thereunder by the
related insurer.

          "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.

                                       41
<PAGE>

          "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) 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. A Prepayment Interest
Shortfall in respect of either ED Loan shall be a Prepayment Interest Shortfall
in respect of the related ED Loan REMIC Regular Interest.

          "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 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;

                                       42
<PAGE>

          (b) the aggregate of all Principal Prepayments received on the
Mortgage Loans during the related Collection Period minus, with respect to
Mortgage Loans numbered 58, 71, 88 and 98, any Principal Prepayments or the
principal portion of any Balloon Payment, as applicable, received during the
Collection Period after 3:00 pm New York City time on the P&I Advance Date (such
collection shall be included in the Principal Distribution Amount for the
immediately following Distribution Date);

          (c) with respect to any Mortgage 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 Mortgage Loans 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 on a Due Date during or
prior to the related Collection Period and not previously recovered;

          (e) with respect to any REO Properties, 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, 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, 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 or the predecessor Mortgage Loan on a Due Date during or prior to the
related Collection Period and not previously recovered; and

          (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.

          "Principal Prepayment": Any payment of principal made by the Mortgagor
on a Mortgage Loan or Companion Loan that is received in advance of its


                                       43
<PAGE>

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.

          "Principal Recovery 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).

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

          "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.

          "Prospectus": The prospectus dated August 5, 2003, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.

          "Prospectus Supplement": The final prospectus supplement dated August
18, 2003 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 Wachovia Mortgage Loan
Purchase Agreement or the Citigroup Mortgage Loan Purchase Agreement, as
applicable, 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

                                       44
<PAGE>

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 otherwise), or, in the case of any Loan
Pair, 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 Wachovia Mortgage Loan Purchase Agreement or the
Citigroup Mortgage Loan Purchase Agreement, as applicable; (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
of not less than the original Debt Service Coverage Ratio of the deleted
Mortgage Loan and a current Debt Service Coverage Ratio of not less than the
current Debt Service Coverage Ratio 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

                                       45
<PAGE>

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), which approval may not be
unreasonably withheld or delayed; and (xv) not be substituted for a deleted
Mortgage Loan if it would result in the termination of the REMIC status of
either ED Loan REMIC, 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). 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.

          "Rated Final Distribution Date": The Distribution Date in August 2035,
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 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; and (3) each Mortgage Loan as to which the Mortgage Rate thereon has


                                       46
<PAGE>

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). A Realized Loss with respect to
either ED Loan shall be a Realized Loss with respect to the related ED Loan
REMIC Regular Interest.

          "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; provided, however, with respect to interest on Servicing
Advances on any Loan Pair, the rate per annum shall be equal to the Prime Rate
plus 1.0% to the extent so provided in the related Intercreditor Agreement.

          "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 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.

          "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 Majority 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 and any REO Account; (iii) any REO
Property acquired in respect of a Majority 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


                                       47
<PAGE>

of the Wachovia Mortgage Loan Purchase Agreement and the Citigroup Mortgage Loan
Purchase Agreement with respect to such Majority Mortgage Loans; (v) the ED Loan
REMIC Regular Interests and collections thereon; and (vi) 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.
The ED Loans, collections thereon, any related REO Property acquired in respect
thereof and the related rights of the Depositor under clause (iv) and (vi) shall
be held as assets of the ED Loan REMICs.

          "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(h), 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 for any Distribution Date, the Weighted Average Net Mortgage Rate.

          "REMIC I Residual Interest": The sole class of "residual interest,"
within the meaning of Code Section 860G(a)(2), in REMIC I and evidenced by the
Class R-I 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 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 B, Class C, Class D, Class E, Class F, Class G, Class H, Class IO,
Class J, Class K, Class L, Class M, Class N, Class O, Class P or Class R-II
Certificate.

          "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., as Special Servicer, in trust for registered holders of Wachovia Bank


                                       48
<PAGE>

Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2003-C6."

          "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 the
related ED Loan REMIC or 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. 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 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); second, as a recovery of principal of such REO Loan to the
extent of its entire unpaid principal balance; and third, 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).

                                       49
<PAGE>

          "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 (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 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 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 (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;

                                       50
<PAGE>

so long as at that time no circumstance identified in clauses (i) through (vi)
above exists that would cause the Mortgage Loan 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, and provided further 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.

          "Rite Aid-Bayville Deposit":  As defined in Section 2.01(b).

          "Rite Aid-Bayville Deposit Account":  As defined in Section 3.19(e).

          "RVI Policy": A non-cancelable residual value insurance policy that
guaranties the Balloon Payment on each Insured Balloon Loan issued by an RVI
Policy Insurer.

                                       51
<PAGE>

          "RVI Policy Insurer": Lexington Insurance Company or its successors
and assigns.

          "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,
or Class IO Certificates.

          "Sequential Pay Certificates": Any Class A-1, Class A-2, Class A-3,
Class A-4, 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).

                                       52
<PAGE>

          "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)-(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, AB 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).



                                       53
<PAGE>

          "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
Certificateholders and the related Companion Holder and the Trust Fund (as a
collective whole, taking into account that the AB Companion Loans are
subordinate to the related AB Mortgage Loans 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 of their
Affiliates; (ii) the ownership of any Certificate or Companion Loan 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": Lennar Partners, Inc., or any successor special
servicer appointed as herein provided.

          "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.



                                       54
<PAGE>

          "Specially Serviced Mortgage Loan": Any Mortgage Loan or Companion
Loan (other than the 1370 Broadway Loan Pair) 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; or

          (b) the Master Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the Controlling Class Representative)
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) 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 Servicer 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


                                       55
<PAGE>

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 an AB Companion Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related AB Mortgage Loan becomes a Specially
Serviced Mortgage Loan and an AB Mortgage 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 AB
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 an AB
Mortgage Loan, the related Companion Loan, or, with respect to a AB Companion
Loan, the related AB Mortgage 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.

          Notwithstanding the foregoing, with respect to the 1370 Broadway Loan
Pair, "Specially Serviced Mortgage Loan" shall have the meaning assigned to such
term in the 1370 Broadway Intercreditor Agreement and the 1370 Broadway Loan
Pair shall cease to be a Specially Serviced Mortgage Loan as specified in the
1370 Broadway Intercreditor Agreement.

          "Startup Day": With respect to each of the ED Loan REMICs, 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


                                       56
<PAGE>

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; and

               (iv) 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

                                       57
<PAGE>

               (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.

         With respect to any Companion Loan on any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan. In the case of each ED Loan, the principal balance of the
related ED Loan REMIC Regular Interest shall equal the Stated Principal Balance
of such ED Loan.

          "Strip Rate": With respect to any Class of 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 (provided that in no event shall any Strip Rate
be less than zero).

          "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 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 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, 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 the ED Loan REMICs, 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.

                                       58
<PAGE>

          "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit 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 the ED Loan REMICs, 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 the ED Loan
REMICs, REMIC I and REMIC II, and (ii) the Grantor Trust Assets.

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

          "Trustee Fee": With respect to each Mortgage 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": 0.0025% 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 or Citigroup
Global Markets Inc. 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

                                       59
<PAGE>

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.

          "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 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 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, 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 or the Majority Subordinate
Certificateholder. Four percent (4%) in the aggregate of the Voting Rights shall
be allocated to the Class IO Certificates. The Class Z-I, Class Z-II, 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 August 1, 2003 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.

                                       60
<PAGE>

          "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 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; provided,
however, that in the case of each ED Loan, "Mortgage Loan" shall refer to the
related ED Loan REMIC Regular Interest for purposes of this definition.

          "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%.



                                       61
<PAGE>

                                   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 and 18 of each of the Wachovia
Mortgage Loan Purchase Agreement and the Citigroup Mortgage Loan Purchase
Agreement and under Section 22 of the Wachovia Mortgage Loan Purchase Agreement
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
Wachovia Mortgage Loan Purchase Agreement and the Citigroup Mortgage Loan
Purchase Agreement, as applicable, 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 the documents and
instruments described in clause (i) of the definition of Mortgage File so
assigned; provided that, with respect to the Lloyd Center Mortgage 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 are held by the 2003-C5 Trustee
pursuant to the 2003-C5 PSA. In addition, on or before September 30, 2003, the
Depositor shall deliver or cause to be delivered to the Master Servicer
$4,938.55 (the "Rite Aid-Bayville Deposit") to be deposited by the Master
Servicer in an Eligible Account and used only as provided in Section 3.19(e).
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 Wachovia Mortgage Loan Purchase Agreement and the
Citigroup 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 Lloyd
Center Mortgage 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


                                       62
<PAGE>

caused by the public recording office where such document or instrument has been
delivered for recordation, the delivery requirements of the Wachovia Mortgage
Loan Purchase Agreement or the Citigroup Mortgage Loan Purchase Agreement, as
applicable, 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 Lloyd Center Mortgage 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 Wachovia Mortgage Loan Purchase Agreement or the Citigroup
Mortgage Loan Purchase Agreement, as applicable, 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 (other than the Lloyd
Center 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 Wachovia Mortgage Loan Purchase Agreement or the
Citigroup Mortgage Loan Purchase Agreement, as applicable, 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 (other than the Lloyd
Center Mortgage Loan), promptly (and in any event within 90 days following the
latest of (i) the Closing Date, (ii) the delivery of all the 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


                                       63
<PAGE>

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 Wachovia Mortgage Loan
Purchase Agreement or the Citigroup Mortgage Loan Purchase Agreement, as
applicable, 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 of the
Wachovia Mortgage Loan Purchase Agreement and the Citigroup 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


                                       64
<PAGE>

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 (other than the Lloyd Center Mortgage
Loan) (ii) a copy of a fully executed counterpart of each of the Wachovia
Mortgage Loan Purchase Agreement and the Citigroup Mortgage Loan Purchase
Agreement, 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) that, with respect to each Mortgage Loan (other than with
respect to a Companion Loan and other than with respect to the Lloyd Center
Mortgage 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


                                       65
<PAGE>

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 (including that
part of the Lloyd Center Mortgage Loan to be held by the 2003-C5 Trustee) 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 Wachovia Mortgage Loan
Purchase Agreement or the Citigroup 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 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))
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
Wachovia Mortgage Loan Purchase Agreement or the Citigroup Mortgage Loan
Purchase Agreement, as applicable, (ii) repurchase the affected Mortgage Loan in
accordance with Section 3(c) of the Wachovia Mortgage Loan Purchase Agreement or
the Citigroup Mortgage Loan Purchase Agreement, or (iii) within two years of the
Closing Date, substitute a Qualified Substitute Mortgage Loan 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 Wachovia Mortgage Loan Purchase Agreement or


                                       66
<PAGE>

the Citigroup 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); and 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; and 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
Wachovia Mortgage Loan Purchase Agreement or the Citigroup 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 Section 2.02(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. In connection with a repurchase of an ED Loan, as
contemplated by this Section 2.03(a), the REMIC Administrator shall effect a
"qualified liquidation" of the related ED Loan REMIC in accordance with the
REMIC Provisions. In the case of a substitution for an ED Loan, all references
in this Agreement to the related ED Loan shall be to the Qualified Substitute
Mortgage Loan substituted therefor.

         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 each 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


                                       67
<PAGE>

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


                                    68
<PAGE>

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 or, in the
case of a substitution for an ED Loan, the related ED Loan REMIC. 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, the ED
Loan REMICs 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) The Wachovia Mortgage Loan Purchase Agreement and the
Citigroup Mortgage Loan Purchase Agreement provide 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 Wachovia Mortgage Loan Purchase Agreement and the Citigroup
Mortgage Loan Purchase Agreement.

               (f) In the event that the Master Servicer or the Special Servicer
receives notice from the Mortgagor under an ED Loan that such Mortgagor intends
to defease such ED Loan on or before the second anniversary of the Startup Day,
the Master Servicer or the Special Servicer shall promptly notify the Trustee
and the applicable Mortgage Loan Seller of such Mortgagor's intention, and the
Trustee shall direct such Mortgage Loan Seller to repurchase such ED Loan at the
Purchase Price not less than 10 days prior to the date scheduled for such
defeasance. In connection with such repurchase, the REMIC Administrator shall
affect a "qualified liquidation" of the related ED Loan REMIC in accordance with
the REMIC Provisions. In the event the applicable Mortgage Loan Seller fails to
purchase the ED Loan as required, the Special Servicer shall sell such ED Loan
from the Trust Fund at the highest available price and shall effect a "qualified
liquidation" of the related ED Loan REMIC, within the meaning of Section
860F(a)(4) of the Code, as soon as reasonably practicable and, in any event,
prior to the date of such early defeasance. The Trust shall be indemnified by
the applicable Mortgage Loan Seller for any amount by which the Purchase Price
exceeds the proceeds received by the Trust with respect to such sale and
liquidation of such ED Loan.

        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:

                                       69
<PAGE>

                  (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


                                       70
<PAGE>

                      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 Loan and ED Loan REMICs;
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 ED Loans
and the other property comprising the ED Loan REMICs (b) the Majority Mortgage
Loans (other than the Additional Interest), the ED Loan REMIC Regular Interests
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 (c) 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. The Trustee acknowledges the assignment to it of the
Mortgage Loans, and the other property comprising the ED Loan REMICs and 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 and
Class Z-II Certificates.

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

        Concurrently with the assignment to it of the Majority Mortgage Loans
(other than the Additional Interest) and the ED Loan REMIC Regular Interests 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, authenticated, as Authenticating Agent,
and delivered to or upon the order of the Depositor, the Class R-I Certificates
in authorized denominations representing the REMIC I Residual Interest and the
ED Loan REMIC Residual Interests.

        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


                                       71
<PAGE>

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 it 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 and
Class Z-II Certificates.

        Concurrently with the assignment to it 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 and the Class Z-II
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 AB
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. 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


                                       72
<PAGE>

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.

The parties hereto acknowledge that the Lloyd Center Loan Pair is being serviced
and administered under the 2003-C5 PSA. The Master Servicer, the Special
Servicer and the Trustee shall have no obligation or authority (i) to service
and administer the Lloyd Center Loan Pair (except for the limited duties with
respect to the Lloyd Center Mortgage Loan expressly provided herein), (ii) to
supervise the 2003-C5 Master Servicer, the 2003-C5 Special Servicer or the
2003-C5 Trustee or (iii) to make Servicing Advances or P&I Advances (except to
the limited extent described in Section 4.03 with respect to P&I Advances to be
made by the Master Servicer or the Trustee on the Lloyd Center Mortgage Loan).
In addition to any other obligations expressly set forth herein, the Master
Servicer, the Special Servicer and the Trustee shall have the following
obligations with respect to the Lloyd Center Mortgage Loan:

                  (i) The Trustee shall have the obligations described under
Section 2.02 with the respect to the Mortgage File for the Lloyd Center Mortgage
Loan;

                  (ii) Each of the Master Servicer, the Special Servicer and the
Trustee shall have the obligations applicable to such party under Section 2.03
with respect to the Lloyd Center Mortgage Loan;

                  (iii) The Master Servicer shall have the obligations described
under Sections 3.04 and 3.05 with respect to all amounts received from the
2003-C5 Master Servicer with respect to the Lloyd Center Mortgage Loan;

                  (iv) The Trustee shall have the obligations described under
Section 3.10 with the respect to the Mortgage File for the Lloyd Center Mortgage
Loan;

                  (v) Upon receipt of information and reports on the Lloyd
Center Mortgage Loan from the 2003-C5 Master Servicer, the Master Servicer shall
include such information in the reports and notices required under Section 3.12;

                  (vi) Each of the Master Servicer and the Trustee shall have
the obligations applicable to such party under Section 3.15 with respect to
information and reports it has received regarding the Lloyd Center Mortgage
Loan;

                                       73
<PAGE>

                  (vii) Each of the Master Servicer, the Special Servicer and
the Trustee shall have the obligations applicable to such party under Section
3.18 with respect to the Lloyd Center Mortgage Loan; and

                  (viii) The Master Servicer shall have the obligations
described under Section 3.19(a) with respect to any Prepayment Interest
Shortfall on the Lloyd Center Mortgage Loan.

The obligation of the Master Servicer to provide information and collections to
the Trustee and the Certificateholders with respect to the Lloyd Center Mortgage
Loan shall be dependent on its receipt of the corresponding information and
collections from the 2003-C5 Master Servicer or the 2003-C5 Special Servicer.

               (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 AB Intercreditor
Agreement, the AB Companion Holder to execute and deliver, on behalf of the
Certificateholders, the AB Companion Holder 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 to the extent the related AB Mortgage Loan has been paid in full
or is no longer included in the Trust Fund.

                                       74
<PAGE>

               (e) Servicing and administration of each AB Companion Loan shall
continue hereunder for so long as the corresponding AB Mortgage 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 a CBA Companion Loan is
securitized, the Master Servicer's servicing obligations and duties with respect
to the related CBA Companion Loan shall be limited to those obligations and
duties described in the related CBA Intercreditor Agreement.

               (f) The Master Servicer or the Special Servicer, as applicable,
shall perform the obligations of the "Lead Lender" under Section 4(a)(ii) of the
1370 Broadway Intercreditor 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 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
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; third, as a recovery
of principal of such Mortgage Loan then due and owing, to the extent such


                                       75
<PAGE>

amounts have not been previously advanced, including, without limitation, by
reason of acceleration of the Mortgage Loan following a default thereunder;
fourth, 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; fifth, as a
recovery of any remaining principal of such Mortgage Loan to the extent of its
entire remaining unpaid principal balance; and sixth, 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 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.

                                       76
<PAGE>

               (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.

               (f) Within 30 days after the Closing Date, the Master Servicer
shall notify each Lease Enhancement Policy Insurer and RVI Policy Insurer that
(i) both the Master Servicer and the Special Servicer shall be sent notices
under each Lease Enhancement Policy and RVI Policy and (ii) Wells Fargo Bank
Minnesota, N.A., as trustee for the registered holders of the Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2003-C6, respectively, shall be the loss payee under each RVI Policy and shall
be named the insured party under each Lease Enhancement Policy or RVI Policy. In
the event that the Master Servicer has actual knowledge of an Insured Event
under any Lease Enhancement Policy or RVI Policy, the Master Servicer shall
notify the Special Servicer thereof within three Business Days after learning of
such event. With respect to each Lease Enhancement Policy and RVI Policy, the
Master Servicer and the Special Servicer shall each 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. The Special Servicer shall prepare and file a "proof of loss"
form with the Lease Enhancement Policy Insurer or the RVI Policy Insurer, as the
case may be within five Business Days after receiving notice or obtaining actual
knowledge of any Insured Event under the related policy and shall diligently
process any claims under such policy in accordance with the Servicing Standard.
The Special Servicer shall abide by the terms and conditions relating to
enforcing claims and monitor the dates by which any claim or action must be
taken (including delivering any notices to the Lease Enhancement Policy Insurer
or RVI Policy Insurer or performing any actions required under each policy)
under each RVI Policy and Lease Enhancement Policy to realize the full value of
such RVI Policy and Lease Enhancement Policy for the benefit of the
Certificateholders. The Special Servicer shall give notice to the Master
Servicer of any claim made under any Lease Enhancement Policy and RVI Policy and
of any Policy Termination Event of which the Master Servicer does not already
have notice.

               (g) In the event that the Master Servicer receives notice of any
Policy Termination Event, the Master Servicer shall, within three Business Days
after receipt of such notice, notify the Special Servicer, the Trustee and the
Rating Agencies of such Policy Termination Event in writing. Upon receipt of
such notice, the Special Servicer shall, notwithstanding that the servicing of
the related Mortgage Loan may not have been transferred to the Special Servicer
in accordance with Section 3.21 hereof, address such Policy Termination Event in
accordance with the Servicing Standard. Any legal fees incurred in connection
with a resolution of a Policy Termination Event shall be paid by the Master
Servicer as a Servicing Advance at the request of the Special Servicer or if
such advance is deemed to be a Nonrecoverable Advance such fees shall be
reimbursable to the Special Servicer as an Additional Trust Fund Expense from
the Certificate Account pursuant to Section 3.05(a).

                                       77
<PAGE>

        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 the ED Loan REMICs, REMIC I, REMIC II
or the Grantor Trust.

               (b) The Master Servicer (for Mortgage Loans other than Specially
Serviced Mortgage Loans) and 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,


                                       78
<PAGE>

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, and 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 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.

                  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 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.

                                       79
<PAGE>

               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 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 Officers'
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


                                       80
<PAGE>

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 the ED Loan REMICs,
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, Additional
Interest Account, 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 AB
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

                                       81
<PAGE>

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
          pursuant to Section 9.01) received in respect of any Mortgage Loan or
          Companion Loan;

                 (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 or pursuant to Sections 3.19(d) or 3.19(e) in connection
          with certain prepayments and Balloon Payments on the Mortgage Loans
          identified as loan numbers 75, 71, 88 and 98 on the Mortgage Loan
          Schedule;

                 (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;

                                       82
<PAGE>

                 (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; and

                (xiii) all amounts remitted or advanced by the 2003-C5 Master
          Servicer in respect of the Lloyd Center Mortgage Loan pursuant to the
          2003-C5 PSA and Lloyd Center Intercreditor Agreement.

                  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 (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 AB Companion 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
AB 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) 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


                                       83
<PAGE>

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. 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 Companion Paying Agent shall establish and maintain an account for
distributions on the AB Companion Loans (the "Companion Distribution Account")
to be held on behalf of the related Companion Holders. The Companion
Distribution Account shall be an Eligible Account or a subaccount of an Eligible
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 Distributiom
Account is the related subaccount or subaccounts of the Certficate 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:

                 (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.

                                       84
<PAGE>

         The Paying Agent shall, upon receipt, deposit in the Distribution
Account any and all amounts received by the Paying Agent that are required by
the terms of this Agreement to be deposited therein.

         All such amounts deposited in respect of the ED Loans shall be deemed
to be assets of the respective ED Loan REMIC and distributed in respect of such
ED Loan REMIC Regular Interest and the ED Loan REMIC Residual Interest.

               (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).

               (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, and Class
Z-II 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 and
Class Z-II 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 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 prior to any change
thereof.

        SECTION 3.05  Permitted Withdrawals from the Certificate Account,
Interest Reserve Account, the Additional Interest Account and the 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):


                                       85
<PAGE>

                   (i) (A) to remit to the Paying Agent for deposit in the
          Distribution Account 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, or 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 AB 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 (and with respect to the Mortgage Loans
          identified on the Mortgage Loan Schedule as loans numbers 58, 71, 80
          and 98, the Periodic Payment made by the Mortgagor during the related
          Collection Period) of interest (net of the related Servicing Fees) and
          principal (net of any related Workout Fee or Principal Recovery 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
          in 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
          Principal Recovery 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 Principal Recovery Fee shall be payable out of (i)
          Insurance Proceeds and (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 Wachovia
          Mortgage Loan Purchase Agreement or the Citigroup Mortgage Loan
          Purchase Agreement, by the Majority Subordinate Certificateholder, the
          Companion Holder or the Special Servicer as described in Section
          3.18(c), Section 3.18(d), Section 3.18(e) or Section 3.18(h) or by the


                                       86
<PAGE>

          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;

                   (vii) to reimburse the Trustee or itself, in that order, for
          any unreimbursed Advances 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,
          and to reimburse the 2003-C5 Trustee and the 2003-C5 Master Servicer,
          in that order, for unreimbursed advances made by any such party
          pursuant to the 2003-C5 PSA in respect of the Lloyd Center Loan Pair
          (other than principal and interest advances made on the Lloyd Center
          Companion Loan) that have been or are determined to be nonrecoverable
          advances pursuant to the terms of the 2003-C5 PSA (up to, with respect
          to a servicing advance, the Lloyd Center Mortgage Loan's pro rata
          share of such advance, or if the amount of such pro rata share,
          together with amounts available from collections in the certificate
          account created under the 2003-C5 PSA, is insufficient to reimburse
          the party that made such advance, then up to the full amount of such
          advance and interest thereon);

                   (viii) at such time as it reimburses the Trustee, itself, the
          2003-C5 Trustee or the 2003-C5 Master Servicer, in that order, for any
          unreimbursed Advance pursuant to clause (ii), (vi) or (vii) above, to
          pay the Trustee, itself, the 2003-C5 Trustee or the 2003-C5 Master
          Servicer, 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) (or with
          respect to the Lloyd Center Loan Pair pursuant to the 2003-C5 PSA), as
          applicable; the Master Servicer's and 2003-C5 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,
          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


                                       87
<PAGE>

          collections on the Mortgage Loans, Companion Loans and any REO
          Properties on deposit in the Certificate Account;

                   (ix) to pay for costs and expenses incurred by the Trust Fund
          pursuant to Section 3.12(a);

                   (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 (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) 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 or 4.03(c);

                   (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, 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);

                                       88
<PAGE>

                   (xviii) to remit to the Paying Agent for deposit into the
          Distribution Account the amounts required to be deposited pursuant to
          Section 3.04(b);

                   (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 the ED Loan REMICs (with
respect to the ED Loans), REMIC I (with respect to the Majority Mortgage Loans
and the ED Loan REMIC Regular Interests) 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 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. With respect to any
reimbursement to be made hereunder to the 2003-C5 Master Servicer, the 2003-C5
Special Servicer or the 2003-C5 Trustee in respect of any Advance (as defined in
the 2003-C5 PSA) made by such parties subsequently determined to be a
Nonrecoverable Advance pursuant to the terms of the 2003-C5 PSA, the Master


                                       89
<PAGE>

Servicer may conclusively rely on a written statement from such party delivered
to the Master Servicer that such Advance (as defined in the 2003-C5 PSA) is a
Nonrecoverable Advance under the terms of the 2003-C5 PSA. 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.

               (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 be deemed to transfer from the ED Loan REMICs to REMIC
          I amounts distributable in respect of the ED Loan REMIC Regular
          Interests and to distribute to the Holder of the Class R-I
          Certificates the amounts distributable with respect to the ED Loan
          REMIC Residual Interest, to make deemed distributions to itself as
          holder of the REMIC I Regular Interests, and to make distributions to
          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 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 and the REO
          Loan and to pay the Trustee, as additional compensation, interest and
          investment income 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;

                   (v) to pay any and all federal, state and local taxes imposed
          on the ED Loan REMICs, REMIC I or REMIC II or on the assets or
          transactions of any 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);

                   (vi) to pay the REMIC Administrator 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 Distribution Account not required to be
          deposited therein; and

                                       90
<PAGE>

                   (viii) to clear and terminate the Distribution Account at the
          termination of this Agreement pursuant to Section 9.01.

         Taxes imposed on the ED Loan REMICs, REMIC I or REMIC II shall be
allocated to the related REMIC, and amounts withdrawn from the Distribution
Account pursuant to clauses (ii) and (iv) above shall be allocated by the REMIC
Administrator among the ED Loan REMICs and REMIC I in proportion to the Stated
Principal Balances of their related Mortgage Loans.

               (c) The Companion Paying Agent may, from time to time, make
withdrawals from the Companion Distribution Account as contemplated by Section
4.01(i).

               (d) 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.

               (e) 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).

               (f) In the event that servicing advances or principal and
interest advances have been made with respect to the Lloyd Center Loan Pair
under the 2003-C5 PSA by the 2003-C5 Master Servicer or 2003-C5 Trustee, and in
accordance with the 2003-C5 PSA, if a subsequent determination has been made
that such advance constitutes a nonrecoverable advance, the party that made such
advance shall be entitled to a reimbursement of such advance with interest
thereon as set forth in the 2003-C5 PSA, from general collections on all
Mortgage Loans in the Certificate Account (up to, with respect to a servicing
advance, the Lloyd Center Mortgage Loan's pro rata share of such advance, or if
the amount of such pro rata share, together with amounts available from
collections in the certificate account created under the 2003-C5 PSA, is
insufficient to reimburse the party that made such advance, then up to the full
amount of such advance and interest thereon).

        SECTION 3.06  Investment of Funds in the Servicing Accounts, the Reserve
Accounts, the Certificate Account, the Interest Reserve Account, the
Distribution Account, the Additional Interest Account and the 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 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


                                       91
<PAGE>

Trustee may direct in writing any depository institution maintaining the
Distribution 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. 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 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 and the
Additional Interest 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 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.

                                       92
<PAGE>

               (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 or Additional Interest 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 and Additional Interest
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


                                       93
<PAGE>

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; and 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


                                       94
<PAGE>

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
the 1370 Broadway Mortgage Loan, subject to Section 6.11(c), 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, 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.

                                       95
<PAGE>

               (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)


                                       96
<PAGE>

of each AB 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 Officers' 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; and 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


                                       97
<PAGE>

requirement without approval by S&P or Moody's in accordance with the Servicing
Standard. With respect to the 1370 Broadway Loan Pair, 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 1370
Broadway Companion Holder in accordance with the respective Intercreditor
Agreement. With respect to the 1370 Broadway Loan Pair, 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 1370
Broadway Companion Holder in accordance with the related 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


                                       98
<PAGE>

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.

        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


                                       99
<PAGE>

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 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
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 the ED Loan REMICs, REMIC I or REMIC II under the REMIC Provisions
          or cause the ED Loan REMICs, 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, 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 Officers' Certificate to such effect delivered to the Trustee


                                      100
<PAGE>

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 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 any Environmental Assessment
ordered after the related AB Mortgage 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 (other than the Lloyd Center Mortgage Loan) and there is
no breach of a representation or warranty requiring repurchase under the
Wachovia Mortgage Loan Purchase Agreement or the Citigroup Mortgage Loan
Purchase Agreement, as applicable, 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


                                      101
<PAGE>

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 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 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 Officers' 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 Officers' Certificate
(together with the basis and back-up documentation for the determination)
delivered to the Trustee, the Controlling Class 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.

                                      102
<PAGE>

        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. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account or the Distribution Account.

               (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage 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 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.


                                      103
<PAGE>

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. 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. 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.

               (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


                                      104
<PAGE>

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


                                      105
<PAGE>

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). 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 Principal Recovery Fee
payable out of, and calculated by application of the Principal Recovery 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 Principal Recovery 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 Wachovia Mortgage Loan Purchase Agreement or the Citigroup Mortgage Loan
Purchase Agreement, by the Majority Subordinate Certificateholder, the Companion
Holder or the Special Servicer pursuant to Section 3.18(c), Section 3.18(d),
Section 3.18(e) or Section 3.18(h) or by the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder pursuant to Section 9.01;
and provided, further, that no Principal Recovery Fee shall be payable (i) in
connection with a Periodic Payment received in connection with such Mortgage


                                      106
<PAGE>

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 Principal Recovery 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


                                      107
<PAGE>

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

               (e) The Master Servicing Fee, the Special Servicing Fee, Workout
Fee, Principal Recovery Fee and additional servicing compensation described in
Section 3.11(b) and Section 3.11(d) with respect to each ED Loan shall be deemed
to be an expense of the related ED Loan REMIC.

        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 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; and provided, further, that the Master Servicer and the Special
Servicer shall not both inspect a Mortgaged Property that is not securing a


                                      108
<PAGE>

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 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) 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) an CMSA
REO Status Report and (iv) a 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 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 Report 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


                                      109
<PAGE>

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 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 in each case (other than the Rating Agencies and the Controlling
Class 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, an CMSA NOI Adjustment Worksheet for such Mortgaged
Property or REO Property (with the annual operating statements attached thereto
as an exhibit).

                                      110
<PAGE>

               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 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 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, and the Rating Agencies, and, in the case of the Special
Servicer, to the Master Servicer, on or before March 15 of each year (or April
30 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, 2004, an Officers' 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 ED Loan REMIC, 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 25 of the year received.

         SECTION 3.14   Reports by Independent Public Accountants.

         On or before March 15 of each year (or April 30 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, 2004, each of the Master Servicer and the Special Servicer at its
expense shall cause a firm of Independent public accountants (which may also


                                      111
<PAGE>

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, 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 31, 2003) 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 15 of each calendar year, beginning February 15, 2004, 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), (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, 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


                                      112
<PAGE>

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, 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, 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 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, 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


                                      113
<PAGE>

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, 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
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,
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
(hereinafter referred to as "Applicants" with a single Person


                                      114
<PAGE>

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 an ED Loan REMIC or 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 an ED Loan REMIC or 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 ED Loan REMIC, REMIC I or REMIC II or
cause either ED Loan REMIC, 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.

                                      115
<PAGE>

               (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 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 that:

                                      116
<PAGE>

                 (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


                                      117
<PAGE>

          Certificateholders (or, if the REO Property was formerly a Mortgaged
          Property securing an AB Mortgage Loan, the Certificateholders and the
          related Companion Holder (as a collective whole)) 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 AB Mortgage Loan, the Certificateholders and the related
Companion Holder (as a collective whole)) 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 either ED Loan
REMIC or 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 Officers' 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:

                                      118
<PAGE>

               (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(a) 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


                                      119
<PAGE>

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 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, the Majority Subordinate
Certificateholder shall have the right to exercise its Purchase Option prior to
any exercise of the Purchase Option by the Special Servicer; provided, however,
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


                                      120
<PAGE>

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 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 related Companion Holder will have the right to purchase the
related AB Mortgage Loan or related REO Property. Such right of the related
Companion Holder shall have priority over any provision described in Section
3.18(c), Section 3.18(g) or Section 3.18(h). Additionally, any sale of the 1370
Broadway Loan shall be subject to the Special Servicer having complied with
Section 7(c) of the 1370 Broadway Intercreditor Agreement. If the AB Mortgage
Loan or REO Property is purchased by the Companion Holder, repurchased by the
applicable Mortgage Loan Seller or otherwise ceases to be subject to this
Agreement, the related Companion Loan will no longer be subject to this
Agreement. Neither the Trustee nor the Trust Fund shall acquire a Companion
Loan; provided, however, the Master Servicer or an affiliate may own or acquire
the Best Buy Companion Loan.

               (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 N, 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 reasonable, good
faith 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


                                      121
<PAGE>

addition, the Trustee shall refer to 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 (other than the Lloyd Center 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, the Trustee or to its
nominees. The Special Servicer, after notice to the Controlling Class
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, 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, 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;
and 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, an Appraisal of
such REO Property and (iii) the Special Servicer shall not bid less than the


                                      122
<PAGE>

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 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. Upon receipt of an Officers' 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.

                                      123
<PAGE>

        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 0.02% 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) With respect to any of the Mortgage Loans identified as loan
numbers 58, 71, 88 or 98 on the Mortgage Loan Schedule, if a prepayment is
received on such Mortgage Loan in a Collection Period after 3:00 p.m. New York
City time on the related P&I Advance Date or on the related Distribution Date
and consequently not remitted on the related P&I Advance Date as part of the
Available Distribution Amount in accordance with clause (b)(vii) of the
definition thereof, the Master Servicer shall deposit in the Certificate Account
on the following P&I Advance Date, without any right to reimbursement therefor
under this Agreement, one full month of interest on such prepayment.

               (e) The Master Servicer shall establish and maintain an account
(the "Rite Aid-Bayville Deposit Account"), held on behalf of the Trustee in
trust for the benefit of the Certificateholders. The Rite Aid-Bayville Deposit
Account shall be an Eligible Account and shall be a non-interest bearing
account. Upon receipt, the Master Servicer shall deposit into the Rite
Aid-Bayville Deposit Account the Rite Aid-Bayville Deposit delivered to the
Master Servicer pursuant to Section 2.01(b). The Rite Aid-Bayville Deposit shall
held in such account, uninvested, until withdrawn as provided in this Section
3.19(e). With respect to the Mortgage Loan identified as loan number 88 on the
Mortgage Loan Schedule, if the related Balloon Payment is received on such
Mortgage Loan in a Collection Period after 3:00 p.m. New York City time on the
related P&I Advance Date or on the related Distribution Date and consequently
not remitted on the related P&I Advance Date as part of the Available
Distribution Amount in accordance with clause (b)(vii) of the definition
thereof, the Master Servicer shall withdraw from the Rite Aid-Bayville Deposit
Account and deposit in the Certificate Account on the following P&I Advance Date
the Rite Aid-Bayville Deposit. If such Mortgage Loan is sold or liquidated


                                      124
<PAGE>

pursuant to this Agreement prior to the related maturity date, or if the Rite
Aid-Bayville Deposit is otherwise not required to be used as provided in the
immediately preceding sentence, the Rite Aid-Bayville Deposit shall be paid to
the Master Servicer as additional servicing compensation for its servicing of
the such Mortgage Loan, including, without limitation, maintaining the Rite
Aid-Bayville Deposit Account and any additional duties necessitated by such sale
or liquidation.

        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

                                      125
<PAGE>

               (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 DSCR 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;

               (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; or

               (vii) impair the value or enforceability of a Lease Enhancement
          Policy or an RVI Policy.

               (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 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)


                                      126
<PAGE>

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 ED Loan REMIC, 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 and if such
Balloon Loan is an Insured Balloon Loan, that such extension will not impair the
value or enforceability of the related RVI Policy.

               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 IO
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


                                      127
<PAGE>

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, with
respect to any AB Loan, the related AB 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 ED Loan REMIC, REMIC I or REMIC II
created hereunder to fail to qualify as a REMIC, and 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 O 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


                                      128
<PAGE>

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 organization 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,


                                      129
<PAGE>

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, the Master Servicer 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; and

               (v) 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 AB Mortgage Loan, the Master
Servicer shall provide written notice of such modification, waiver and
amendment to the related AB Companion Holder; provided, further that the
Master Servicer shall promptly notify the Special Servicer of any requests
not subject to this 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.

                                      130
<PAGE>

               (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.

               (l) 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.

               (m) The Special Servicer shall not consent to the modification,
waiver or amendment of a Lease Enhancement Policy or RVI Policy without
receiving prior written confirmation from each Rating Agency that such
modification, waiver or amendment will not result in a qualification, downgrade
or withdrawal of the ratings on the Certificates. The Master Servicer shall not
consent to any modification, waiver or amendment of any Lease Enhancement Policy
or RVI Policy.

        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


                                      131
<PAGE>

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


                                      132
<PAGE>

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, if such Mortgage Loan is the
1370 Broadway Loan Pair, the 1370 Broadway Companion 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 the 1370 Broadway Loan
Pair shall also include any additional information required by Section 4(e) of
the 1370 Broadway 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 (or, with respect to the 1370 Broadway Loan and so long as a
Control Appraisal Period has not occurred and is not continuing and for so long
as at least 51% of the 1370 Broadway Comparison Loan is held by holders that are
not the Mortgagor or any Borrower Related Entity (as defined in the 1370
Broadway Intercreditor Agreement), the 1370 Broadway Companion Holder) is
entitled to object under Section 6.11, the Controlling Class Representative (or
the 1370 Broadway Companion Holder, if applicable) does not disapprove such


                                      133
<PAGE>

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 disapproves such Asset Status
Report, the Special Servicer will revise such Asset Status Report and deliver to
the Controlling Class 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 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 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 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


                                      134
<PAGE>

obligation to act in accordance with the Servicing Standard and to maintain the
REMIC status of each of the ED Loan REMICs, 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.

        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)(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


                                      135
<PAGE>

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, and shall be an
approved conventional seller/servicer of mortgage loans for FHLMC or FNMA or a
HUD-Approved Servicer.

               (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.

                                      136
<PAGE>

               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) 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) 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:

               (i) The Master Servicer is a national banking association, duly
          organized under the laws of the United States of America, and the
          Master Servicer 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 the Master
          Servicer, and the performance and compliance with the terms of this
          Agreement by the Master Servicer, will not violate the Master
          Servicer'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) The Master Servicer has the full power and authority to
          enter into and consummate all transactions contemplated by this


                                      137
<PAGE>

          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 Master Servicer, enforceable
          against the Master Servicer 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) The Master Servicer 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 Master Servicer's good
          faith and reasonable judgment, is likely to affect materially and
          adversely either the ability of the Master Servicer to perform its
          obligations under this Agreement or the financial condition of the
          Master Servicer.

               (vi) No litigation is pending or, to the best of the Master
          Servicer's knowledge, threatened, against the Master Servicer that
          would prohibit the Master Servicer from entering into this Agreement
          or, in the Master Servicer's good faith and reasonable judgment, is
          likely to materially and adversely affect either the ability of the
          Master Servicer to perform its obligations under this Agreement or the
          financial condition of the Master Servicer, calculated on a
          consolidated basis.

               (vii) Each officer, director, employee, consultant or advisor of
          the Master Servicer 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 the Master Servicer (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 the Master Servicer of or compliance by the Master
          Servicer with this Agreement or the consummation of the transactions
          contemplated by this Agreement has been obtained and is effective.

               (x) The Master Servicer possesses the fidelity bond required
          pursuant to Section 3.07(c) of this Agreement.

                                      138
<PAGE>

               (b) The Special 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 Master Servicer, as of the
Closing Date, that:

               (i) The Special Servicer is a corporation duly organized under
          the laws of the State of Florida, validly existing and the Special
          Servicer 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 the Special
          Servicer, and the performance and compliance with the terms of this
          Agreement by the Special Servicer, will not violate the Special
          Servicer's certificate of incorporation 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) The Special Servicer 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 Special Servicer, enforceable
          against the Special Servicer 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 Special Servicer 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 Special
          Servicer's good faith and reasonable judgment, is likely to affect
          materially and adversely either the ability of the Special Servicer to
          perform its obligations under this Agreement or the financial
          condition of the Special Servicer.

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

               (vii) Each officer, director and employee of the Special Servicer
          and each consultant or advisor of the Special Servicer with


                                      139
<PAGE>

          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 the Special Servicer of or compliance by the
          Special Servicer with this Agreement or the consummation of the
          transactions contemplated by this Agreement has been obtained and is
          effective.

               (ix) The Special Servicer 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 Section 3.23(b) (with respect to the 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.

               (a) 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


                                      140
<PAGE>

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 in the initial Controlling Class Representative without need for
further designation or notice.

               (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 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


                                      141
<PAGE>

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.

        SECTION 3.26  [RESERVED]

        SECTION 3.27  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) 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.

                                      142
<PAGE>

               (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 3.28  Companion Register.

        The Companion Paying Agent shall maintain a register (the "Companion
Register") on which it will record the name and address of, and wire transfer
instructions for, the Companion Holder from time to time, to the extent such
information is provided in writing to it by the Companion Holder. The initial
Companion Holder, along with its name, address, wiring instructions and tax
identification number, is listed on Exhibit M hereto. The Companion Holder shall
inform the Companion Paying Agent of the name, address, wiring instructions and
taxpayer identification number of any subsequent Companion Holder 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 in writing that such transfer has taken place and provide the Companion
Paying Agent 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 Holder or any successor Companion Holder to any party hereto
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), deemed distributions from the
ED Loan REMICs to REMIC I pursuant to Section 4.01(j) and deemed distributions
from REMIC I to REMIC II pursuant to Section 4.01(h), 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) to distributions of interest to the Holders of the Senior
          Certificates in an amount equal to, and pro rata in accordance with,
          all Distributable Certificate Interest in respect of each Class of
          Senior Certificates for such Distribution Date and, to the extent not
          previously paid, for all prior Distribution Dates;

                                      143
<PAGE>

               (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 Principal Distribution
          Amount for 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 Principal Distribution Amount for such Distribution Date (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
          Certificates 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 Principal Distribution Amount
          for such Distribution Date (net of any portion thereof distributed on
          such Distribution Date to the Holders of the Class A-2 Certificates
          pursuant to clause (iii) above);

               (v) after the Class Principal Balance of the Class A-1, 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 Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of the Class A-3 Certificates
          pursuant to clause (iv) above);

               (vi) to distributions to the Holders of the Class A-1
          Certificates, the Class A-2 Certificates, the Class A-3 Certificates
          and the Class A-4 Certificates, pro rata, 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;

               (vii) 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;

               (viii) after the Class Principal Balances of the Class A-1
          Certificates, Class A-2 Certificates, Class A-3 Certificates and the
          Class A-4 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


                                      144
<PAGE>

          Holders of any other Class of Certificates pursuant to any prior
          clause of this Section 4.01(a));

               (ix) 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;

               (x) 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;

               (xi) 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));

               (xii) 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;

               (xiii) 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;

               (xiv) 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));

               (xv) 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;

               (xvi) 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;

                                      145
<PAGE>

               (xvii) 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));

               (xviii) 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;

               (xix) 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;

               (xx) 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));

               (xxi) 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;

               (xxii) 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;

               (xxiii) 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));

               (xxiv) to distributions to the Holders of the Class G
          Certificates, in an amount equal to, and in reimbursement of, all


                                      146
<PAGE>

          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to the Class G Certificates and not previously reimbursed;

               (xxv) 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;

               (xxvi) 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));

               (xxvii) 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;

               (xxviii) 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;

               (xxix) 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));

               (xxx) 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;

               (xxxi) 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;

               (xxxii) 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


                                      147
<PAGE>

          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));

               (xxxiii) 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;

               (xxxiv) 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;

               (xxxv) 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));

               (xxxvi) 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;

               (xxxvii) 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;

               (xxxviii) 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));

               (xxxix) 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;

               (xl) to distributions of interest to the Holders of the Class N
          Certificates, in an amount equal to all Distributable Certificate


                                      148
<PAGE>

          Interest in respect of the Class N Certificates for such Distribution
          Date and, to the extent not previously paid, for all prior
          Distribution Dates;

               (xli) 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));

               (xlii) 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;

               (xliii) 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;

               (xliv) 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));

               (xlv) 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;

               (xlvi) 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;

               (xlvii) 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));

                                      149
<PAGE>

               (xlviii) 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

               (xlix) 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 on such Distribution Date pursuant to Section 4.01(a), over
          (B) the aggregate distributions made in respect of the Regular
          Certificates on such Distribution Date pursuant to clauses (i) through
          (xlvi) 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,
the payments of principal to be made as contemplated by clauses (ii) and (iii)
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 IO
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 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), 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, to the Holders of the Class IO Certificates, to the
          extent of any remaining portion of such Yield Maintenance Charges
          and/or Prepayment Premiums.

                                      150
<PAGE>

               All distributions of Prepayment Premiums and/or Yield Maintenance
Charges collected during the related Collection Period that represent Prepayment
Premiums and/or Yield Maintenance Charges actually collected on an ED Loan shall
be deemed to be distributed from the related ED Loan REMIC to REMIC I in respect
of the related ED Loan REMIC Regular Interest prior to their distribution in
respect of REMIC I Regular Interest LA-1-1 as described above.

               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 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,
and (C) interest and investment income 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) 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


                                      151
<PAGE>

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.

               (d) 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.

               (e) 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.

               (f) 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


                                      152
<PAGE>

the appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 4.01(f) 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.

               (g) 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 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.

               (h) All distributions made in respect of any Class of Sequential
Pay Certificates on each Distribution Date pursuant to Section 4.01(a) 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 Regulate Interest set forth in
the Preliminary Statement hereto; and all distributions made in respect of the
Class IO 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
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. All distributions of
reimbursements of Realized Losses and Additional Trust Fund Expenses made in
respect of any Class of Sequential Pay Certificates on each Distribution Date
pursuant to Section 4.01(a) 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, however, that distributions
of reimbursements of Realized Losses and Additional Trust Fund Expenses shall be
made in reverse sequential order of the priority set forth in this Section
4.01(h) for principal distributions, up to the amount of Realized Losses and
Additional Trust Fund Expenses previously allocated to a particular Component of
such Class of Certificates.

               (i) On each Distribution Date, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for the
related AB Companion Loans in the following order of priority:

                                      153
<PAGE>

               (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, 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.

               To the extent amounts are payable to or in respect of the Trust
Fund pursuant to Section 4.01(i)(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.

               (j) All payments made on an ED Loan or any related subsequently
acquired REO Property shall be deemed to be assets of the related ED Loan REMIC,
and such amount shall be deemed distributed to REMIC I in respect of the related
ED Loan REMIC Regular Interest (in the case of interest, at the Net Mortgage
Rate of such ED Loan) before distributions are deemed to be made on the REMIC I
Regular Interests pursuant to Section 4.01(h), and shall be treated as
principal, interest, Prepayment Premiums or Yield Maintenance Charges, as the
case may be, based on these characterizations with respect to such ED Loan (or
REO Property), and, in addition, any payment of principal on or reduction in the
Stated Principal Balance of an ED Loan shall reduce the principal balance of the
related ED Loan REMIC Regular Interest. Any payments on or with respect to an ED
Loan in excess of the principal, interest, Prepayment Premiums and Yield
Maintenance Charges distributable on the related ED Loan REMIC Regular Interest
shall be distributable to the Class R-I Certificates in respect of amounts
distributed on the related ED Loan REMIC Residual Interest.

                                      154
<PAGE>

        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 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 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
          outstanding as of the close of business on the related Determination
          Date;

               (viii) the aggregate Stated Principal Balance of the Mortgage
          Pool 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 as of the close of business on the related
          Determination Date;

                                      155
<PAGE>

               (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 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;

                                      156
<PAGE>

               (xx) the Class Principal Balance of each Class of Regular
          Certificates (other than the Class IO 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 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);

               (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 original and then 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 collected during the related Collection Period;

               (xxix) the amounts, if any, actually distributed with respect to
          the Class Z-I Certificates and Class Z-II 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.

                                      157
<PAGE>

               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 any interested party 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.

               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. 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.

                                      158
<PAGE>

               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 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.

                                      159
<PAGE>

        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. 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 shall, subject to
Section 4.03(c) below, equal the aggregate of all Periodic Payments (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
(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 (including,
without limitation, with respect to the Mortgage Loans identified on the
Mortgage Loan Schedule as loan numbers 58, 71, 88 and 98, if the related
Mortgagor has notified the Master Servicer that it expects to make a prepayment
or Balloon Payment, as applicable, on such Mortgage Loan during the related
Collection Period), (i) in each case other than with respect to the Lloyd Center
Mortgage Loan 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 or (ii) in the case of the Lloyd Center Mortgage Loan, to the extent such

                                      160
<PAGE>

amount was required to be advanced by the 2003-C5 Master Servicer, pursuant to
the 2003-C5 PSA and the 2003-C5 Master Servicer failed to make such advance (the
Master Servicer shall be required to make such P&I Advance on the Lloyd Center
Mortgage Loan only to the extent the Master Servicer has received all
information necessary to determine whether such P&I Advance is a Nonrecoverable
Advance); provided, that, (x) if the Periodic Payment on any Mortgage 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 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 only, advance only the amount of the Periodic
Payment 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 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
(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) and (B) the amount of the principal portion of the
P&I Advance that would otherwise be required without regard to this clause (y).

               (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 Officers' 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

                                      161
<PAGE>

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 applicable to the Master Servicer 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, that no interest shall accrue on any P&I Advance until after the
expiration of any applicable grace period for the related Periodic Payment) 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 Companion Loan.

               (f) 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 Trustee, as applicable,
and the Controlling Class 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

                                      162
<PAGE>

Servicing Standard and/or with respect to the Trustee, constitute a violation of
any fiduciary duty to Certificateholders or contractual duty hereunder.

        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 and the Class A-4
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. 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
to be made in respect of the REMIC I Regular Interests pursuant to Section
4.01(h), the REMIC I Principal Balance of the Corresponding REMIC I Regular


                                      163
<PAGE>

Interests (after taking account of such deemed distributions) shall be reduced
to equal the Class Principal Balance of the Corresponding Class of Sequential
Pay Certificates that will be outstanding immediately following such
Distribution Date. 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 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 and Class A-4 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 and Class A-4
Certificates, allocations to the related REMIC I Regular Interests shall be made
in accordance with the priority set forth in Section 4.04(b). Mortgage Deferred
Interest with regard to an ED Loan shall be allocated to and shall increase the
principal balance of the related ED Loan REMIC Regular Interest.

               (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. 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

                                      164
<PAGE>

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 IO Certificates,
and $250,000 in the case of Non-Registered Certificates (other than the Residual
Certificates and the Class IO Certificates), and in each such case in integral
multiples of $1 in excess thereof. The Class Z-I Certificates, the Class Z-II
Certificates, 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

                                      165
<PAGE>

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


                                      166
<PAGE>

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 or a Class Z-II 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 or a Class Z-II 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


                                      167
<PAGE>

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


                                      168
<PAGE>

               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.

                                      169
<PAGE>

              (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 ED Loan REMIC, 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.

                                      170
<PAGE>

               (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.

        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


                                      171
<PAGE>

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 or any
Subordinated 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.



                                      172
<PAGE>

                                   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 and the Special
Servicer shall each keep in full effect its existence, rights and franchises as
a corporation 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 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
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


                                      173
<PAGE>

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. 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. 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
the last paragraph of Section 8.05.

        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


                                      174
<PAGE>

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 and, further provided, that the Depositor may not
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.

                                      175
<PAGE>

        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.

        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 or any Special
Servicer that has resigned or otherwise ceased to serve as Special Servicer;
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 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


                                      176
<PAGE>

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, 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.

         SECTION 6.10   Master Servicer or Special Servicer as Owner of a
Certificate.

         The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the 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


                                      177
<PAGE>

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 1370 Broadway
Mortgage 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 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; and

               (vii) any acceptance of an assumption agreement releasing a
          borrower from liability under a Mortgage Loan.

               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 herein; 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


                                      178
<PAGE>

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 to 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.

               (b) The Controlling Class Representative will have no 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 the Controlling Class Representative will not
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 the
Controlling Class 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 Representative may have special relationships and
interests that conflict with those of Holders of some Classes of the
Certificates, that the Controlling Class Representative may act solely in the
interests of the Holders of the Controlling Class that the Controlling Class
Representative does 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 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 Representative shall have no liability whatsoever for having
so acted, and no Certificateholder may take any action whatsoever against the
Controlling Class Representative or any director, officer, employee, agent or
principal thereof for having so acted.

               (c) Notwithstanding anything in this Section 6.11 but subject to
the second paragraph of this Section 6.11(c) and subject to the 1370 Broadway
Intercreditor Agreement, with respect to actions to be taken related to the 1370
Broadway Loan Pair, if a 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 1370 Broadway Loan Pair, (B) the Special
Servicer shall consult with, and seek the approval of, the 1370 Broadway
Companion Holder as required by Section 4(f) of the 1370 Broadway Intercreditor
Agreement, and the Special Servicer's actions with respect to the 1370 Broadway
Loan Pair shall be subject to obtaining the prior approval of the 1370 Broadway
Companion Holder as required by Section 4(f) of the 1370 Broadway Intercreditor
Agreement, and (C) the 1370 Broadway Companion Holder will have the rights and
obligations specified in Section 4(f) of the 1370 Broadway Intercreditor
Agreement to direct the Special Servicer.

               Notwithstanding anything contained in the foregoing paragraph,
the Special Servicer shall not comply with any advice or consultation provided
by the 1370 Broadway Companion Holder if such advice or consultation would (i)
require or cause the Special Servicer to violate any applicable law, (ii) be
inconsistent with the Servicing Standard, (iii) require or cause the Special
Servicer to violate the provisions of this Agreement or the 1370 Broadway


                                      179
<PAGE>

Intercreditor Agreement relating to the REMIC provisions of the Code, (iv)
require or cause the Special Servicer to violate any other provisions of this
Agreement or the 1370 Broadway Intercreditor Agreement, (v) require or cause the
Special Servicer to violate the terms of the 1370 Broadway Loan Pair, or (vi)
materially expand the scope of the Master Servicer's or the Special Servicer's
responsibilities under this Agreement.

               (d) Notwithstanding anything in this Section 6.11 or anything
contained in this Agreement, the Controlling Class Representative shall share
all of the rights and responsibilities of the 2003-C5 Controlling Class
Representative as set forth in the Lloyd Center Intercreditor Agreement.

                                  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, 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, 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


                                      180
<PAGE>

          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

                                      181
<PAGE>

               (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; or

               (xii) the Master Servicer shall fail to remit to the Paying Agent
          for deposit into the 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.

               (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 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. 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


                                      182
<PAGE>

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, 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


                                      183
<PAGE>

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; and
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 0.02% 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


                                      184
<PAGE>

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 and
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 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

                                      185
<PAGE>

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

                                      186
<PAGE>

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;

                                      187
<PAGE>

               (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, Officers' 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;

                                      188
<PAGE>

               (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, in the case of the
Trustee, 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


                                      189
<PAGE>

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.

                                      190
<PAGE>

        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


                                      191
<PAGE>

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


                                      192
<PAGE>

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


                                      193
<PAGE>

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


                                      194
<PAGE>

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
Minnesota, N.A. is removed as Trustee, then Wells Fargo Bank Minnesota, N.A.
shall be terminated as Authenticating Agent. If the Authenticating Agent (other
than Wells Fargo Bank Minnesota, 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


                                      195
<PAGE>

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


                                      196
<PAGE>

hereof.  If Wells Fargo Bank Minnesota,  N.A. is removed as Trustee,  then Wells
Fargo Bank Minnesota, 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,


                                      197
<PAGE>

          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


                                      198
<PAGE>

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 Securities and Exchange Commission thereunder, and the Trustee shall sign
and file (via the Securities and Exchange Commission's Electronic Data Gathering
and Retrieval System) 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 Securities and
Exchange 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
(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


                                      199
<PAGE>

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 P (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


                                      200
<PAGE>

hereto as Exhibit Q) 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) 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 T) 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). 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


                                      201
<PAGE>

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 the
ED Loan REMICs and REMIC I at a price equal to (1) the aggregate Purchase Price
of all the Mortgage Loans included in the ED Loan REMICs and REMIC I, plus (2)
the appraised value of each REO Property, if any, included in the ED Loan REMICs
and REMIC I, such appraisal to be conducted by an Independent Appraiser selected
by the Master Servicer and approved by the Trustee, minus (3) if the purchaser
is the Master Servicer, the aggregate amount of unreimbursed Advances made by


                                      202
<PAGE>

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 the ED Loan REMICs and 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 the ED Loan REMICs and 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% 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 the ED Loan REMICs and 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 the ED Loan REMICs and 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 the ED Loan
REMICs and 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 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 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


                                      203
<PAGE>

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.

         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 the ED Loan REMICs and 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 that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the 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 ED Loan REMIC Regular Interests and
distributed to the Class R-I Certificates in respect of the ED Loan REMIC
Residual Interests in accordance with Section 4.01(j), (ii) deemed distributed
in respect of the REMIC I Regular Interests and distributed to the Class R-I
Certificates in respect of the REMIC I Residual Interest in accordance with
Section 4.01(b) and Section 4.01(h) and (iii) 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. 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 a Citigroup Mortgage Loan.

                                      204
<PAGE>

         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 the ED Loan REMICs and REMIC I as provided in Section
9.01, the Trust Fund (and, accordingly, the ED Loan REMICs (unless earlier
terminated), REMIC I and 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 ED Loan
REMIC, REMIC I or REMIC II as defined in Section 860F of the Code or cause
either ED Loan REMIC, 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
          the ED Loan REMICs, 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 the ED Loan REMICs and 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 the ED Loan REMICs, REMIC I and REMIC II shall terminate
          at that time.

                                      205
<PAGE>

               (b) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trustee to specify the 90-day liquidation period
for the ED Loan REMICs, 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 each of the ED
Loan REMICs, 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, 2003

               (b) The REMIC I Regular Interests and the Regular Certificates
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.
Each ED Loan shall constitute the sole asset of the related ED Loan REMIC, and
the related ED Loan REMIC Regular Interest and ED Loan REMIC Residual Interest
shall be the "regular interests" and the "residual interests" in the related ED
Loan REMIC. The ED Loan REMIC Regular Interests (instead of the related Mortgage
Loan) will be an asset of REMIC I, and the Class R-I Certificates shall
represent beneficial ownership of the ED Loan REMIC Residual Interests. 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 the ED Loan
REMICs, 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
the ED Loan REMICs, 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 and the "latest possible maturity
date" of each ED Loan REMIC Regular Interests for purposes of the REMIC
Provisions shall be the Distribution Date following the Maturity Date of the
related ED Loan.

               (d) The related Plurality Residual Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of the ED
Loan REMICs, 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 the ED Loan REMICs, REMIC I and
REMIC II in the performance of its duties as such.

                                      206
<PAGE>

               (e) Except as otherwise provided in Section 3.17(a) and
subsections (i) and (j) 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 the ED Loan REMICs, 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 the ED Loan
REMICs (if not previously obtained), 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 the ED Loan REMICs, 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 the ED Loan REMICs, 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 the ED
Loan REMICs, 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 the ED Loan REMICs, REMIC I and
REMIC II.

               (h) The REMIC Administrator shall perform its duties hereunder so
as to maintain the status of each ED Loan REMIC, REMIC I and REMIC II as a REMIC
under the REMIC Provisions (and the Trustee, the Master Servicer and the Special


                                      207
<PAGE>

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 ED Loan REMICs,
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 ED Loan REMIC, 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 ED Loan REMIC, 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 ED Loan REMIC, REMIC
I or REMIC II, or causing either ED Loan REMIC, 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 ED Loan REMIC, 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 the ED Loan
REMICs, 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 ED Loan REMIC, 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 ED Loan REMIC, 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


                                      208
<PAGE>

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 the related
ED Loan REMIC or 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 the Distribution Account in
reduction of the Available Distribution Amount pursuant to Section 3.05(b).

               (j) The REMIC Administrator shall, for federal income tax
purposes, maintain books and records with respect to the ED Loan REMICs, 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 ED Loan REMIC, 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 ED Loan
REMIC, REMIC I or REMIC II, (C) the termination of either ED Loan REMIC, 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 or the REO Account for gain; or (iii) the
acquisition of any assets on behalf of either ED Loan REMIC, 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 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


                                      209
<PAGE>

expense of the Trust Fund or the Trustee) to the effect that such sale,
disposition, or acquisition will not cause: (x) either ED Loan REMIC, 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 ED Loan REMIC, 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 ED Loan REMIC, REMIC I or REMIC II will receive a fee or other
compensation for services nor permit either ED Loan REMIC, 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 the ED Loan REMICs,
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 and proceeds thereof. The Class Z-II Certificates are hereby
designated as representing an undivided beneficial interest in Additional
Interest payable on Citigroup Mortgage Loans 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.

                                      210
<PAGE>

               (d) The REMIC Administrator shall furnish or cause to be
furnished to the Class Z-I and Class Z-II Certificateholders 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 and Class Z-II
Certificates or the Class R-I 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


                                      211
<PAGE>

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 the ED Loan REMICs, 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; and 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


                                      212
<PAGE>

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 ED Loan REMIC, REMIC I or REMIC II pursuant to the REMIC Provisions or on
the Grantor Trust or cause either ED Loan REMIC, 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.

                                      213
<PAGE>

               (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 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,


                                      214
<PAGE>

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, 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 2003-C6, facsimile number:
704-593-7735; (iii) in the case of the Special Servicer, Lennar Partners, Inc.,
1601 Washington Avenue, Miami, Florida 33172, Attention: Randy Wolpert,
facsimile number: 305-226-3428; (iv) in the case of the Trustee, Wells Fargo
Bank Minnesota, 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 2003-C6, 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,
and Citigroup Global Markets Inc., 388 Greenwich Street, 11th Floor, New York,
New York 10013, Attention: Joseph Siragusa; and (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 (viii) in the case of any Companion Holder,


                                      215
<PAGE>

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. The 2003-C5
Master Servicer and the 2003-C5 Trustee shall be third party beneficiaries to
this Agreement solely with respect to the reimbursement of nonrecoverable


                                      216
<PAGE>

advances made by such party under the 2003-C5 PSA as provided in Section 3.05.
No other person, including, without limitation, any Mortgagor, shall be entitled
to any benefit or equitable right, remedy or claim under this Agreement.

        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 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 Wachovia Mortgage Loan Purchase Agreement
          or the Citigroup Mortgage Loan Purchase Agreement;

               (v) any change in the location of the 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 with respect to a non-performing or Defaulted
Mortgage Loan such information as the Rating Agency or Controlling Class
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;

                                      217
<PAGE>

               (ii) each of its annual independent public accountants' servicing
          reports described in Section 3.14;

               (iii) any Officers' Certificate delivered to the Trustee pursuant
          to Section 4.03(c) or 3.08; 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, upon reasonable notice, the items
described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and
the Controlling Class 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.

                                      218
<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:___________________________________
                                           Name: William J. Cohane Title:
                                           Managing Director



                                        WACHOVIA BANK, NATIONAL
                                           ASSOCIATION,
                                           Master Servicer

                                        By:___________________________________
                                           Name: David F. Sisom Title: Vice
                                           President



                                        LENNAR PARTNERS, INC.,
                                           Special Servicer


                                        By:___________________________________
                                           Name:
                                           Title:



                                        WELLS FARGO BANK MINNESOTA, N.A.,
                                           Trustee


                                        By:___________________________________
                                           Name:
                                           Title:


                                      219

<PAGE>







                                  EXHIBIT A-1

                             CLASS A-1 CERTIFICATE

            CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(the "Mortgage Loans"), such pool being formed and sold by

                    WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


--------------------------------------------------------------------------------
Pass-Through Rate: 3.364% per annum       Class  Principal  Balance of the
                                          Class A-1  Certificates as of the
                                          Closing Date: $94,000,000


--------------------------------------------------------------------------------
Date of Pooling and Servicing             Initial Certificate Principal Balance
Agreement: as of August 1,                of this Class A-1 Certificate as of
                                          the  2003 Closing Date: $94,000,000


--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999

--------------------------------------------------------------------------------
First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------
Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar
Partners, Inc.
--------------------------------------------------------------------------------
Certificate No. A-1-1                     CUSIP No. 929766JBO
--------------------------------------------------------------------------------

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.



                                    A-1-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AND THE CLASS A-2, CLASS A-3 and 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-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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business



                                    A-1-2
<PAGE>

Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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 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.



                                    A-1-3
<PAGE>

                  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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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


                                    A-1-4
<PAGE>

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 three 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.



                                    A-1-5
<PAGE>






                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative







                                    A-1-6
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                      as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative











                                    A-1-7
<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








                                    A-1-8
<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.






                                    A-1-9
<PAGE>


                                  EXHIBIT A-2

                             CLASS A-2 CERTIFICATE

            CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(the "Mortgage Loans"), such pool being formed and sold by

                    WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------
Pass-Through Rate: 4.498% per annum       Class Principal Balance of the Class
                                          A-2  Certificates as of the Closing
                                          Date: $215,000,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate  Principal Balance
Agreement:  as of August 1, 2003          of this Class A-2 Certificate as of
                                          the Closing Date: $215,000,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate  Stated  Principal  Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. A-2-1                     CUSIP No. 929766JC8
--------------------------------------------------------------------------------

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.


                                    A-2-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AND THE CLASS A-1, CLASS A-2 and 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-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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business



                                    A-2-2
<PAGE>


Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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 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.



                                    A-2-3
<PAGE>


                  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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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


                                    A-2-4
<PAGE>


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 three 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.




                                    A-2-5
<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated: August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                      as Certificate Registrar



                                   By: _______________________________
                                       Authorized Representative

















                                    A-2-6
<PAGE>



                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative











                                    A-2-7
<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












                                    A-2-8
<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.













                                    A-2-9
<PAGE>



                                  EXHIBIT A-3

                             CLASS A-3 CERTIFICATE

            CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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
                                          A-3  Certificates as of the Closing
                                          Date: $143,000,000
--------------------------------------------------------------------------------

Date of Pooling and Servicing             Initial Certificate  Principal Balance
Agreement:  as of August 1, 2003          of this Class A-2 Certificate as of
                                          the Closing Date: $143,000,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of the Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. A-3-1                     CUSIP No. 929766JD6
--------------------------------------------------------------------------------

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.



                                    A-3-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AND THE CLASS A-1, CLASS A-2 and 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-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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business



                                    A-3-2
<PAGE>

Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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 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.



                                    A-3-3
<PAGE>


                  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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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


                                    A-3-4
<PAGE>

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 three 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.



                                    A-3-5
<PAGE>






                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated: August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative





                                    A-3-6
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: ______________________________
                                        Authorized Representative





                                    A-3-7
<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




                                    A-3-8
<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.





















                                    A-3-9
<PAGE>



                                  EXHIBIT A-4

                             CLASS A-4 CERTIFICATE

            CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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
                                          A-4 Certificates as of the Closing
                                          Date: $317,373,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class A-4 Certificate as of
                                          the Closing Date: $317,373,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate  Stated  Principal  Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. A-4-1                     CUSIP No. 929766JE4
--------------------------------------------------------------------------------


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.



                                    A-4-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AND THE CLASS A-1, CLASS A-2 and CLASS A-3
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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business


                                    A-4-2
<PAGE>

Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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 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.



                                    A-4-3
<PAGE>

                  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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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



                                    A-4-4
<PAGE>

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 three 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.




                                    A-4-5
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated: August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _______________________________
                                       Authorized Representative
















                                    A-4-6
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative








                                    A-4-7
<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




                                    A-4-8
<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.











                                    A-4-9
<PAGE>


                                  EXHIBIT A-5

                             CLASS IO CERTIFICATE

            CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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 IO Certificates as of the
                                          Closing Date: $952,783,999
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Certificate Notional Amount of this
Agreement:  as of August 1, 2003          of this Class IO Certificate as of
                                          the Closing Date: $400,000,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate  Stated  Principal  Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. IO-1                     CUSIP No. 929766JK0
--------------------------------------------------------------------------------


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


                                    A-5-1
<PAGE>

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 MINNESOTA, 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 IO
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 IO Certificate in that certain
beneficial ownership interest evidenced by all the Class IO 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
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, 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




                                    A-5-2
<PAGE>

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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 IO Certificates
on the applicable Distribution Date pursuant to the Agreement. The
Pass-Through Rate applicable to the Class IO Certificates for each
Distribution Date is as provided in the Agreement. All distributions made
under the Agreement on the Class IO Certificates will be made by Wells Fargo
Bank Minnesota, 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 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 IO Certificates is the calendar month preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.

                  The Class IO 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




                                    A-5-3
<PAGE>

forth, Class IO Certificates are exchangeable for new Class IO 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 IO Certificates in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  No transfer of any Class IO 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 IO 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 IO
Certificate without registration or qualification. Any Class IO
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO 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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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




                                    A-5-4
<PAGE>

conditions are satisfied, and that it will not transfer this Certificate in
violation of the foregoing.

                  No service charge will be imposed for any registration of
transfer or exchange of Class IO 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 IO 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 IO 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 three separate
REMICs and a grantor trust, without the consent of the Holders of any of the
Certificates.




                                    A-5-5
<PAGE>


                  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.














                                    A-5-6
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _______________________________
                                       Authorized Representative















                                    A-5-7
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: ______________________________
                                       Authorized Representative













                                    A-5-8
<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














                                    A-5-9
<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.














                                    A-5-10
<PAGE>






                             CLASS IO CERTIFICATE

            CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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 IO Certificates as of the
                                          Closing Date: $952,783,999
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Certificate Notional Amount of this
Agreement:  as of August 1, 2003          Class IO Certificate as of
                                          the Closing Date: $400,000,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate  Stated  Principal  Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. IO-2                      CUSIP No. 929766JKO
--------------------------------------------------------------------------------

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


                                    A-5-11
<PAGE>

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 MINNESOTA, 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 IO
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 IO Certificate in that certain
beneficial ownership interest evidenced by all the Class IO 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
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, 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


                                    A-5-12
<PAGE>

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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 IO Certificates
on the applicable Distribution Date pursuant to the Agreement. The
Pass-Through Rate applicable to the Class IO Certificates for each
Distribution Date is as provided in the Agreement. All distributions made
under the Agreement on the Class IO Certificates will be made by Wells Fargo
Bank Minnesota, 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 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 IO Certificates is the calendar month preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.

                  The Class IO 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 IO Certificates are exchangeable for new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.



                                    A-5-13
<PAGE>

                  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 IO Certificates in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  No transfer of any Class IO 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 IO 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 IO
Certificate without registration or qualification. Any Class IO
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO 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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.



                                    A-5-14
<PAGE>


                  No service charge will be imposed for any registration of
transfer or exchange of Class IO 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 IO 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 IO 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 three separate
REMICs and a grantor trust, without the consent of the Holders of any of the
Certificates.



                                    A-5-15
<PAGE>


                  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.












                                    A-5-16
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: ______________________________
                                       Authorized Representative


















                                    A-5-17
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: ______________________________
                                       Authorized Representative













                                    A-5-18
<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

















                                    A-5-19
<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.


















                                    A-5-20
<PAGE>




                             CLASS IO CERTIFICATE

            CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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 IO Certificates as of the
                                          Closing Date: $952,783,999
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Certificate Notional Amount of this
Agreement:  as of August 1, 2003          Class IO Certificate as of
                                          the Closing Date: $152,783,999
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate  Stated  Principal  Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. IO-3                     CUSIP No. 929766JKO
--------------------------------------------------------------------------------

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



                                    A-5-21
<PAGE>

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 MINNESOTA, 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 IO
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 IO Certificate in that certain
beneficial ownership interest evidenced by all the Class IO 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
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, 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



                                    A-5-22
<PAGE>


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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 IO Certificates
on the applicable Distribution Date pursuant to the Agreement. The
Pass-Through Rate applicable to the Class IO Certificates for each
Distribution Date is as provided in the Agreement. All distributions made
under the Agreement on the Class IO Certificates will be made by Wells Fargo
Bank Minnesota, 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 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 IO Certificates is the calendar month preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.

                  The Class IO 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 IO Certificates are exchangeable for new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.



                                    A-5-23
<PAGE>

                  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 IO Certificates in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  No transfer of any Class IO 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 IO 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 IO
Certificate without registration or qualification. Any Class IO
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO 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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.



                                    A-5-24
<PAGE>


                  No service charge will be imposed for any registration of
transfer or exchange of Class IO 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 IO 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 IO 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 three separate
REMICs and a grantor trust, without the consent of the Holders of any of the
Certificates.



                                    A-5-25
<PAGE>


                  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.

















                                    A-5-26
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative











                                    A-5-27
<PAGE>






                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative




\








                                    A-5-28
<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






                                    A-5-29
<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.




















                                    A-5-30
<PAGE>




                                  EXHIBIT A-6

                              CLASS B CERTIFICATE

             CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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
                                          B Certificates as of the Closing
                                          Date: $29,774,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate  Principal Balance
Agreement:  as of August 1, 2003          of this Class B Certificate as of
                                          the Closing Date: $29,774,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate  Stated  Principal Balance
                                          of the Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. B-1                       CUSIP No. 929766JF1
--------------------------------------------------------------------------------

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.



                                    A-6-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4 AND CLASS IO 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, CLASS A-2,
CLASS A-3 AND CLASS A-4 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 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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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


                                    A-6-2
<PAGE>

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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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 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



                                    A-6-3
<PAGE>

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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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.



                                    A-6-4
<PAGE>


                  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 three 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.




                                    A-6-5
<PAGE>












                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                  By: ______________________________
                                      Authorized Representative










                                    A-6-6
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class B Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative








                                    A-6-7
<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














                                    A-6-8
<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.





















                                    A-6-9
<PAGE>







                                  EXHIBIT A-7

                              CLASS C CERTIFICATE

             CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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
                                          C Certificates as of the Closing
                                          Date: $13,101,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate  Principal Balance
Agreement:  as of August 1, 2003          of this Class C Certificate as of
                                          the Closing Date: $13,101,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. C-1                       CUSIP No. 929766JG9
--------------------------------------------------------------------------------


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.


                                    A-7-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO AND 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, CLASS A-2,
CLASS A-3, CLASS A-4 AND 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 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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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


                                    A-7-2
<PAGE>

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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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 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



                                    A-7-3
<PAGE>

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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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.



                                    A-7-4
<PAGE>


                  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 three 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.




                                    A-7-5
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative











                                    A-7-6
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class C Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                        Authorized Representative


















                                    A-7-7
<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


















                                    A-7-8
<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.














                                    A-7-9
<PAGE>


                                  EXHIBIT A-8

                              CLASS D CERTIFICATE

             CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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
                                          D Certificates as of the Closing
                                          Date: $25,010,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate  Principal Balance
Agreement:  as of August 1, 2003          of this Class D Certificate as of
                                          the Closing Date: $25,010,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. C-1                       CUSIP No. 929766JH7
--------------------------------------------------------------------------------

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.



                                    A-8-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B AND 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, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS B AND 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 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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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



                                    A-8-2
<PAGE>

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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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 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



                                    A-8-3
<PAGE>

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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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.



                                    A-8-4
<PAGE>


                  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 three 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.





                                    A-8-5
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                        Authorized Representative








                                    A-8-6
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class D Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative









                                    A-8-7
<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









                                    A-8-8
<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.










                                    A-8-9
<PAGE>


                                  EXHIBIT A-9

                              CLASS E CERTIFICATE

             CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(the "Mortgage Loans"), such pool being formed and sold by

                    WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


   WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------
Pass-Through Rate: Variable               Class Principal Balance of the Class
                                          E Certificates as of the Closing
                                          Date: $14,292,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate  Principal Balance
Agreement:  as of August 1, 2003          of this Class E Certificate as of
                                          the Closing Date: $14,292,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. E-1                       CUSIP No. 929766JJ3
--------------------------------------------------------------------------------

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.




                                    A-9-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C AND 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, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS B, CLASS C AND 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 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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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



                                    A-9-2
<PAGE>

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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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 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


                                    A-9-3
<PAGE>

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 transfer of this Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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.



                                    A-9-4
<PAGE>


                  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 three 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.





                                    A-9-5
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative














                                    A-9-6
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class E Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                        as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative














                                    A-9-7
<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
















                                    A-9-8
<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.
















                                    A-9-9
<PAGE>






                                 EXHIBIT A-10

                              CLASS F CERTIFICATE

             CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(the "Mortgage Loans"), such pool being formed and sold by

                    WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


   WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

--------------------------------------------------------------------------------
Pass-Through Rate: Variable               Class Principal Balance of the Class
                                          F Certificates as of the Closing
                                          Date: $17,865,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate  Principal Balance
Agreement:  as of August 1, 2003          of this Class F Certificate as of
                                          the Closing Date: $17,865,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. F-1                       CUSIP No. 929766JM6
--------------------------------------------------------------------------------

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.




                                    A-10-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D AND 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, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS B, CLASS C, CLASS D, AND 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 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



                                    A-10-2
<PAGE>

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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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



                                    A-10-3
<PAGE>

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 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 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 F Certificates under



                                    A-10-4
<PAGE>

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 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 Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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





                                    A-10-5
<PAGE>

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 three 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.






                                    A-10-6
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative















                                    A-10-7
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class F Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative














                                    A-10-8
<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

















                                    A-10-9
<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.


















                                   A-10-10
<PAGE>


                                 EXHIBIT A-11

                              CLASS G CERTIFICATE

             CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $13,101,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class G Certificate as of
                                          the Closing Date: $13,101,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. G-1                       CUSIP No. 929766JP9
--------------------------------------------------------------------------------

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.



                                    A-11-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E AND 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, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS B, CLASS C, CLASS D, CLASS E AND 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
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



                                    A-11-2
<PAGE>

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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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



                                    A-11-3
<PAGE>

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 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 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 G Certificates under


                                    A-11-4
<PAGE>

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 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 Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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



                                    A-11-5
<PAGE>

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 three 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.









                                    A-11-6
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative
















                                    A-11-7
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class G Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                    as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative
















                                    A-11-8
<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
















                                    A-11-9
<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.
















                                   A-11-10
<PAGE>



                                 EXHIBIT A-12

                              CLASS H CERTIFICATE

             CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $13,100,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class H Certificate as of
                                          the Closing Date: $13,100,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. H-1                       CUSIP No. 929766JR5
--------------------------------------------------------------------------------

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.




                                    A-12-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND 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, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND 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 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



                                    A-12-2
<PAGE>

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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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.

                  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



                                    A-12-3
<PAGE>

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 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 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 H Certificates under
the Securities Act or any other securities law or to take any action not


                                    A-12-4
<PAGE>

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 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 Certificate or any interest herein shall
be made to any "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, any "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 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 an employee benefit
plan's or plan's investment in such entity unless the transferee (i) qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act of 1933, as amended and (ii) satisfies all the requirements
of the United States Department of Labor Prohibited Transaction Exemption
("PTE") 96-22 and PTE 89-89 as in effect at the time of such transfer. 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.

                  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


                                    A-12-5
<PAGE>

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 three 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.












                                    A-12-6
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative











                                    A-12-7
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class H Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative














                                    A-12-8
<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


















                                    A-12-9
<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.

















                                   A-12-10
<PAGE>


                                 EXHIBIT A-13

                              CLASS J CERTIFICATE

             CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $14,292,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class J Certificate as of
                                          the Closing Date: $14,292,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. J-1                       CUSIP No. 929766JT1
--------------------------------------------------------------------------------

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.



                                    A-13-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G 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 THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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 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, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G
CLASS H CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN



                                    A-13-2
<PAGE>

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 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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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


                                    A-13-3
<PAGE>

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.

                  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 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.



                                    A-13-4
<PAGE>


                  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 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 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 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


                                    A-13-5
<PAGE>

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 three 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.







                                    A-13-6
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative














                                    A-13-7
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class J Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative





















                                    A-13-8
<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







                                    A-13-9
<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.

















                                   A-13-10
<PAGE>


                                 EXHIBIT A-14

                              CLASS K CERTIFICATE

             CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $9,528,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class K Certificate as of
                                          the Closing Date: $9,528,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. K-1                       CUSIP No. 929766JV6
--------------------------------------------------------------------------------

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.



                                    A-14-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H
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 THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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.



                                    A-14-2
<PAGE>


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H 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
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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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


                                    A-14-3
<PAGE>

made by Wells Fargo Bank Minnesota, 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.

                  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 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


                                    A-14-4
<PAGE>

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 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 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 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.


                                    A-14-5
<PAGE>


                  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 three 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.








                                    A-14-6
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative


















                                    A-14-7
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class K Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative



















                                    A-14-8
<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












                                    A-14-9
<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.



















                                   A-14-10
<PAGE>


                                 EXHIBIT A-15

                              CLASS L CERTIFICATE

             CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $4,764,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class L Certificate as of
                                          the Closing Date: $4,764,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. L-1                       CUSIP No. 929766JX2
--------------------------------------------------------------------------------

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.


                                    A-15-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS I, CLASS J AND 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 THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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.



                                    A-15-2
<PAGE>


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F,
CLASS G, CLASS H, CLASS I, CLASS J AND 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
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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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


                                    A-15-3
<PAGE>

made by Wells Fargo Bank Minnesota, 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.

                  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 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


                                    A-15-4
<PAGE>

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 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 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 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.


                                    A-15-5
<PAGE>


                  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 three 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.




















                                    A-15-6
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative



















                                    A-15-7
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class L Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative
















                                    A-15-8
<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




                                    A-15-9
<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.





















                                   A-15-10
<PAGE>



                                 EXHIBIT A-16

                              CLASS M CERTIFICATE

             CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $4,764,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class M Certificate as of
                                          the Closing Date: $4,764,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. M-1                       CUSIP No. 929766JZ7
--------------------------------------------------------------------------------

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.



                                    A-16-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS I, CLASS J, CLASS K AND 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 THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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.



                                    A-16-2
<PAGE>


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F,
CLASS G, CLASS H, CLASS I, CLASS J, CLASS K AND 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
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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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


                                    A-16-3
<PAGE>

made by Wells Fargo Bank Minnesota, 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.

                  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 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


                                    A-16-4
<PAGE>

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 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 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 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.



                                    A-16-5
<PAGE>


                  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 three 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.











                                    A-16-6
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative



















                                    A-16-7
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative















                                    A-16-8
<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
















                                    A-16-9
<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.


















                                   A-16-10
<PAGE>



                                 EXHIBIT A-17

                              CLASS N CERTIFICATE

             CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $4,764,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class N Certificate as of
                                          the Closing Date: $4,764,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of  the  Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. N-1                       CUSIP No. 929766KB8
--------------------------------------------------------------------------------

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.


                                    A-17-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS I, CLASS J, CLASS K, CLASS L AND 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 THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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.



                                    A-17-2
<PAGE>

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F,
CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS L AND 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 CERTIFICATES AND THE
CLASS P 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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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


                                    A-17-3
<PAGE>

made by Wells Fargo Bank Minnesota, 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.

                  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 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


                                    A-17-4
<PAGE>

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 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 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 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.


                                    A-17-5
<PAGE>


                  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 three 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.







                                    A-17-6
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative

















                                    A-17-7
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class N Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative

















                                    A-17-8
<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




                                    A-17-9
<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.
















                                   A-17-10
<PAGE>

                                 EXHIBIT A-18

                              CLASS O CERTIFICATE

             CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $3,572,000
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class O Certificate as of
                                          the Closing Date: $3,572,000
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of the Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. O-1                       CUSIP No. 929766KD4
--------------------------------------------------------------------------------

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.



                                    A-18-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS I, CLASS J, CLASS K, CLASS L, CLASS M AND 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 THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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.




                                    A-18-2
<PAGE>

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F,
CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS L, CLASS M AND 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. IF THE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P 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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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


                                    A-18-3
<PAGE>

made by Wells Fargo Bank Minnesota, 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.

                  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 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


                                    A-18-4
<PAGE>

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 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 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 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



                                    A-18-5
<PAGE>

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 three 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.













                                    A-18-6
<PAGE>




                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                    By: ____________________________________
                                        Authorized Representative

















                                    A-18-7
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class O Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative


















                                    A-18-8
<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











                                    A-18-9
<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.















                                   A-18-10
<PAGE>


                                 EXHIBIT A-19

                              CLASS P CERTIFICATE

             CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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: $15,483,999
--------------------------------------------------------------------------------

Date of Pooling and  Servicing            Initial Certificate Principal Balance
Agreement:  as of August 1, 2003          of this Class P Certificate as of
                                          the Closing Date: $15,483,999
--------------------------------------------------------------------------------
Closing Date:  August 27, 2003            Aggregate Stated Principal Balance
                                          of the Mortgage Loans as of the
                                          Cut-Off Date: $952,783,999
--------------------------------------------------------------------------------

First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. P-1                       CUSIP No. 929766KF9
--------------------------------------------------------------------------------

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.


                                    A-19-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS I, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND 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 THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("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.



                                    A-19-2
<PAGE>


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F,
CLASS G, CLASS H, CLASS I, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND
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 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 (herein called the "Master Servicer", which term includes
any successor entity under the Agreement), Lennar Partners, Inc. (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), and Wells Fargo Bank Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, N.A., as paying agent (the "Paying
Agent"), by wire transfer of immediately available funds to the account of the


                                    A-19-3
<PAGE>

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.

                  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 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



                                    A-19-4
<PAGE>

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 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 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 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



                                    A-19-5
<PAGE>

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 three 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.









                                    A-19-6
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative

















                                    A-19-7
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class P Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative




                                    A-19-8
<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












                                    A-19-9
<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.


















                                   A-19-10
<PAGE>




                                 EXHIBIT A-20

                             CLASS R-I CERTIFICATE

            CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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 August 1, 2003           Class R-I Certificate: 100%


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

Closing Date:  August 27, 2003            Aggregate Stated Principal Balance of
                                          the Mortgage Loans as of the Cut-Off
                                          Date: N/A
--------------------------------------------------------------------------------
First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. R-I-1
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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 IO, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS I, 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


                                    A-20-1
<PAGE>

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 HEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") (WHETHER OR NOT SUBJECT TO
ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL PLANS), ANY
"PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN 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 (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
Lennar Partners, Inc. (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), and Wells Fargo Bank
Minnesota, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent


                                    A-20-2
<PAGE>

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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 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



                                    A-20-3
<PAGE>

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 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 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 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 and the ED Loan REMIC, each 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 Minnesota, 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


                                    A-20-4
<PAGE>

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


                                    A-20-5
<PAGE>

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 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 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 other than a
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


                                    A-20-6
<PAGE>

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 three 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.













                                    A-20-7
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative








                                    A-20-8
<PAGE>




                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative
















                                    A-20-9
<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








                                   A-20-10
<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.














                                   A-20-11
<PAGE>


                                 EXHIBIT A-21

                            CLASS R-II CERTIFICATE

           CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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 August 1, 2003           Class R-II Certificate: 100%


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

Closing Date:  August 27, 2003            Aggregate Stated Principal Balance of
                                          the Mortgage Loans as of the Cut-Off
                                          Date: N/A
--------------------------------------------------------------------------------
First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. R-II-1
--------------------------------------------------------------------------------

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, 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 IO, 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



                                    A-21-1
<PAGE>

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 HEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") (WHETHER OR NOT SUBJECT TO
ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL PLANS), ANY
"PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN 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 (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
Lennar Partners, Inc. (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), and Wells Fargo Bank
Minnesota, 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.










                                    A-21-2
<PAGE>


                  Pursuant to the terms of the Agreement, distributions will
be made on the 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 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



                                    A-21-3
<PAGE>

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 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 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 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 Minnesota, 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



                                    A-21-4
<PAGE>

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


                                    A-21-5
<PAGE>

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 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 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 other than a
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.



                                    A-21-6
<PAGE>


                  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 three 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.










                                    A-21-7
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative



















                                    A-21-8
<PAGE>







                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-II Certificates referred to in
the within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                    By: ____________________________
                                        Authorized Representative














                                    A-21-9
<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



                                   A-21-10
<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.















                                   A-21-11
<PAGE>


                                 EXHIBIT A-22

                             CLASS Z-I CERTIFICATE

            CLASS Z-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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 August 1, 2003           Class Z-I Certificate: 100%


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

Closing Date:  August 27, 2003            Aggregate Stated Principal Balance of
                                          the Mortgage Loans as of the Cut-Off
                                          Date: $952,783,999
--------------------------------------------------------------------------------
First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. Z-I
--------------------------------------------------------------------------------

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 MINNESOTA, 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



                                    A-22-1
<PAGE>

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 HEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") (WHETHER OR NOT SUBJECT TO
ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL PLANS), ANY
"PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN 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 (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
Lennar Partners, Inc. (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), and Wells Fargo Bank
Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, N.A., as paying agent (the "Paying



                                    A-22-2
<PAGE>

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, 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 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



                                    A-22-3
<PAGE>

of Counsel is based. None of the Depositor, the Trustee 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 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



                                    A-22-4
<PAGE>

Trust Fund (or designated portions thereof) as consisting of three 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.












                                    A-22-5
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative















                                    A-22-6
<PAGE>










                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class Z-I Certificates referred to in the
within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                      as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative



















                                    A-22-7
<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












                                    A-22-8
<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.


















                                    A-22-9
<PAGE>


                                 EXHIBIT A-23

                            CLASS Z-II CERTIFICATE

           CLASS Z-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2003-C6

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans
(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 August 1, 2003           Class Z-II Certificate: 100%


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

Closing Date:  August 27, 2003            Aggregate Stated Principal Balance of
                                          the Mortgage Loans as of the Cut-Off
                                          Date: $952,783,999
--------------------------------------------------------------------------------
First Distribution Date:
September 15, 2003
--------------------------------------------------------------------------------

Master Servicer:  Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                      N.A.
--------------------------------------------------------------------------------
Special Servicer:  Lennar Partners,
Inc.
--------------------------------------------------------------------------------
Certificate No. Z-II
--------------------------------------------------------------------------------

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 MINNESOTA, 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





                                    A-23-1
<PAGE>

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 HEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") (WHETHER OR NOT SUBJECT TO
ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL PLANS), ANY
"PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN 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-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 (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
Lennar Partners, Inc. (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), and Wells Fargo Bank
Minnesota, 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 15th day of each month or, if such 15th day is not a Business
Day, the Business Day immediately following (each, a "Distribution Date").
With respect to each Distribution Date, the Determination Date is the fourth
Business Day prior to such Distribution Date (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 Minnesota, 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



                                    A-23-2
<PAGE>

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, 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 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



                                    A-23-3
<PAGE>

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 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



                                    A-23-4
<PAGE>

Trust Fund (or designated portions thereof) as consisting of three 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.















                                    A-23-5
<PAGE>





                  IN WITNESS WHEREOF, the Certificate Registrar has caused
this Certificate to be duly executed.

Dated:  August 27, 2003


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                      as Certificate Registrar



                                   By: _____________________________
                                       Authorized Representative















                                    A-23-6
<PAGE>





                         CERTIFICATE OF AUTHENTICATION

                  This is one of the Class Z-II Certificates referred to in
the within-mentioned Agreement.


                                   WELLS FARGO BANK MINNESOTA, N.A.,
                                     as Authenticating Agent



                                   By: _____________________________
                                       Authorized Representative
















                                    A-23-7
<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








                                    A-23-8
<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.















                                    A-23-9



<PAGE>
<TABLE>
<CAPTION>
                                                            Exhibit B
                                                                to
                                                 Pooling and Servicing Agreement
                                                      Mortgage Loan Schedule
                                                      ----------------------
Mortgage
Loan
Number    Property Name                        Address                             City            State   Zip Code      County
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                         <C>                                          <C>                <C>     <C>      <C>
  1    50 Central Park South        50 Central Park South                        New York           NY       10019      New York
  2    Lloyd Center                 2201 Lloyd Center                            Portland           OR       97232     Multnomah
  3    535 Fifth Avenue             535 Fifth Avenue                             New York           NY       10036      New York
  4    1370 Broadway                1370 Broadway                                New York           NY       10018      New York
  5    Westview Mall                5748 Baltimore National Pike                 Catonsville        MD       21228     Baltimore
  6    Village Center at Dulles     2425 Centreville Road                        Herndon            VA       20171      Fairfax
  7    545 Fifth Avenue             545 Fifth Avenue                             New York           NY       10036     Manhattan
  8    Signature Place (2)          600 West Grove Parkway                       Tempe              AZ       85283      Maricopa
  9    Coral Sky Plaza              500-558 North State Road 7                   Royal Palm Beach   FL       33411     Palm Beach
  10   Port Authority Building      241 Erie Street                              Jersey City        NJ       07310       Hudson
  11   The Shoppes at Union Hill    3056 & 3074 Route 10                         Denville           NJ       07834       Morris
  12   Via Tuscany Apartments       300 Tuscany Way                              Melbourne          FL       32940      Brevard
  13   Lynncroft Shopping Center    3140-3160 South Evans Street                 Greenville         NC       27834        Pitt
  14   Yorktown 50 Center           8316 Arlington Boulevard                     Fairfax            VA       22031      Fairfax
  15   3875 & 3955 Faber Place      3955 & 3975 Faber Place                      North Charleston   SC       29405     Charleston
  16   Canterbury Court Apartments  Various                                      Minneapolis        MN      Various     Hennepin
 16.1  Canterbury Court East        3121 and 3151 Chowen Avenue South and        Minneapolis        MN       55416      Hennepin
       Apartments                   3520 West 32nd Street
 16.2  Canterbury West Apartments   3140 Chowen Avenue South                     Minneapolis        MN       55429      Hennepin
  17   Oshtemo Business Park        6244, 6255, 6387, 6395 Technology Avenue &   Oshtemo Township   MI       49009     Kalamazoo
                                    5053 Sports Drive                            & Texas Township
  18   Fox Lake Crossing            Northwest Corner Routes 12 and 134           Fox Lake           IL       60020        Lake
  19   Plaza Las Palmas             970-1138 West Valley Parkway                 Escondido          CA       92025     San Diego
  20   Parkway Industrial Building  5 Lawrence Street and 545 North              Bloomfield and     NJ     07003 and     Essex
                                    Arlington Avenue                             East Orange                 07017
  21   Wildewood Center             23415 Three Notch Road                       California         MD       20619     St. Mary's
  22   Eatontown Commons Shopping   90 State Highway 36                          Eatontown          NJ       07724      Monmouth
       Center
  23   Ridgeview Plaza Shopping     5150 Mae Anne Avenue                         Reno               NV       89523       Washoe
       Center
  24   Broad Creek Crossing         1261 North Military Highway                  Norfolk            VA       23502    Norfolk City
       Shoppig Center
  25   509 Fifth Avenue             509 Fifth Avenue                             New York           NY       10036     Manhattan
  26   Augusta Place                2400 Augusta Drive                           Houston            TX       77057       Harris
  27   7515 Greenville Avenue       7515 Greenville Avenue                       Dallas             TX       75231       Dallas
  28   Gilbert Fiesta Shopping      87 East Williams Field Road                  Gilbert            AZ       85296      Maricopa
       Center
  29   Cedar Square Apartments      1570 East St. Germain Street                 St. Cloud          MN       56304       Benton
  30   Northstar Plaza              1321-1345 East Thousand Oaks Boulevard       Thousand Oaks      CA       91362      Ventura
  31   Woodlands Centre Corporate   900 East Eighth Street                       King of Prussia    PA       19406     Montgomery
       Plaza
  32   Independence Park            4228, 4233, 4204 Technology Drive and        Durham             NC       27704       Durham
                                    4323 Ben Franklin Boulevard
  33   Alto Serramonte              314-362 Gellert Boulevard                    Daly City          CA       94015     San Mateo
  34   Walgreens - New Bedford, MA  1103 Kempton Street                          New Bedford        MA       02740      Bristol
  35   130 South Canal Street       130 South Canal Street                       Chicago            IL       60606        Cook
  36   Suwanee Crossroads Shopping  3255 Lawrenceville Suwanee Road              Suwanee            GA       30024      Gwinnett
       Center
  37   Brookstone Apartments        4141 Pinson Valley Parkway                   Birmingham         AL       35215     Jefferson
  38   A-1 Self Storage - San       3260 South Bascom Avenue                     San Jose           CA       95124    Santa Clara
       Jose, CA (Bascom)
  39   Raleigh Hills Plaza          7200 Southwest Beaverton Hillsdale Highway   Portland           OR       97225     Washington
  40   Best Buy - Olathe, KS        11705 Strang Line Road                       Olathe             KS       66062      Johnson
  41   A-1 Self Storage -           4427 San Fernando Road                       Glendale           CA       92120    Los Angeles
       Glendale, CA
  42   68-70 Hudson Street          68-70 Hudson Street                          Hoboken            NJ       07030       Hudson
  43   Walgreens - Olivette, MO     9395 Olive Boulevard                         Olivette           MO       63132     St. Louis
  44   The Dell Apartments          111 South Broadway                           White Plains       NY       10605    Westchester
  45   Belle Hall Shopping          600-616 Long Point Road                      Mt. Pleasant       SC       29464     Charleston
       Center II
  46   Trader Joe's Plaza           2101 South Decatur Boulevard                 Las Vegas          NV       89102       Clark
  47   Villa La Charles Apartments  12200 Montgomery Boulevard NE                Albuquerque        NM       87111     Bernalillo
  48   Ashton Pointe Shopping       1137, 1147, 1167 North Eola Road             Aurora             IL       60504      Du Page
       Center
  49   Keystone Crossing            17621-17649 Van Dyke Road                    Odessa             FL       33556    Hillsborough
  50   Noblewood Plaza              13999 Noblewood Plaza                        Woodbridge         VA       22193   Prince William
  51   Tenley Hill                  4725 Wisconsin Avenue                        Washington         DC       20016     District of
                                                                                                                        Columbia
  52   Brookside Apartments         1525 East 29th Street                        Bryan              TX       77802       Brazos
  53   The Grant Building           44 Broad Street, Northwest                   Atlanta            GA       30303       Fulton
  54   Walgreens - Columbia, MO     222 East Broadway                            Columbia           MO       65203       Boone

                                                              1 of 10
<PAGE>
<CAPTION>

Mortgage
Loan
Number    Property Name                        Address                             City            State   Zip Code      County
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                         <C>                                          <C>                <C>     <C>      <C>
  55   Kenann Building              3101 North Federal Highway                   Oakland Park       FL       33306      Broward
  56   Magnolia Mini Storage        10805 Kenney Street                          Santee             CA       92071     San Diego
  57   Pines of Newpointe           ES Newton Road off of SS Baker Road          Virginia Beach     VA       23462     Virginia
                                                                                                                      Beach City
  58   Rite Aid - Las Vegas, NV     2905 South Maryland Parkway                  Las Vegas          NV       89109       Clark
  59   Five Points Plaza            2665 North Dixie Highway                     Wilton Manors      FL       33334      Broward
  60   Brookline Barn Medical       235 Cypress Street                           Brookline          MA       02445      Norfolk
       Building
  61   Walgreens - Coconut          4351 West Sample Road                        Coconut Creek      FL       33073      Broward
       Creek, FL
  62   Sav-on - Tujunga, CA         6588 West Foothill Boulevard                 Tujunga            CA       91042    Los Angeles
  63   Northwest Crossing           9640 and 9680 Timberline Drive               Dallas             TX       75220       Dallas
       Apartments
  64   Walgreens - Acworth, GA      1762 Mars Hill Road, NW                      Acworth            GA       30101        Cobb
  65   A-1 Self Storage -           20704 Earl Street                            Torrance           CA       90503    Los Angeles
       Torrance, CA
  66   Walgreens - St Louis, MO     5050 Lemay Ferry Road                        Unincorporated     MO       63129     St. Louis
                                                                                 St. Louis County
  67   1743 P Street Apartments     1743 P Street, NW                            Washington         DC       20036    District of
                                                                                                                       Columbia
  68   A-1 Self Storage - San       131 Baroni Avenue                            San Jose           CA       95136    Santa Clara
       Jose, CA (Baroni)
  69   Pace Station Shopping Center 4965 Highway 90                              Pea Ridge          FL       32571     Santa Rosa
  70   Oxford Townhomes             6042 North Lee Street                        Morrow             GA       30260      Clayton
  71   Rite Aid - Moses Lake, WA    411 East Fifth Avenue                        Moses Lake         WA       98837       Grant
  72   Oakbrook Corners             5305-5375 Oakbrook Parkway                   Norcross           GA       30093      Gwinnett
  73   Eckerd Drug Store-Destrehan  12589 Airline Highway                        Destrehan          LA       70047    St. Charles
  74   Eckerd - Palm Bay, FL        1599 Palm Bay Road NE                        Palm Bay           FL       32905      Brevard
  75   Gillespie Field Business     1950 and 1955 Cordell Court                  El Cajon           CA       92020     San Diego
       Park
  76   John & Sons Portfolio -      26751 Aliso Viejo Creek Road                 Aliso Viejo        CA       92656       Orange
       Barnes & Noble
  77   Walgreens - Little Rock      3710 South University Avenue                 Little Rock        AR       72204      Pulaski
  78   Shurgard - Ormond Beach, FL  354 West Granada Boulevard                   Ormond Beach       FL       32174      Volusia
  79   Shurgard - Tampa, FL         1302 West Kennedy Boulevard                  Tampa              FL       33606    Hillsborough
       (Hyde Park)
  80   Shurgard - Daytona Beach, FL 1144 Beville Road                            Daytona Beach      FL       32114      Volusia
  81   Sherman Oaks Professional    5000 Van Nuys Boulevard                      Van Nuys           CA       91403    Los Angeles
       Plaza
  82   8500 Stemmons Building       8500 North Stemmons Freeway                  Dallas             TX       75247       Dallas
  83   19 East Fayette Street       19 East Fayette Street                       Baltimore          MD       21202    Baltimore City
  84   Shurgard - Melbourne, FL     1450 North Wickham Road                      Melbourne          FL       32935      Brevard
       (Eau Gallie)
  85   Bailey Building              400 South Union Street                       Montgomery         AL       36104      Montgomery
  86   John & Sons Portfolio -      571 East Foothill Boulevard                  Rialto             CA       92376    San Bernardino
       Stater Brothers
  87   Eckerd Drug Store-Forsythe   2901 Sterlington Road                        Monroe             LA       71203      Ouachita
  88   Rite Aid - Bayville, NJ      424 Route 9                                  Bayville           NJ       08721       Ocean
  89   John & Sons Portfolio -      4831 Whittier Boulevard                      Los Angeles        CA       90022    Los Angeles
       KV Mart 1
  90   John & Sons Portfolio -      3425 Whittier Boulevard                      Los Angeles        CA       90023    Los Angeles
       KV Mart 2
  91   Virginia Avenue Apartments   1229,1235,1241 Virginia Avenue               Atlanta            GA       30344       Dekalb
  92   Eckerd Whitehouse            100 East Main Street                         Whitehouse         TX       75791       Smith
  93   Eckerd-Seneca                1020 East North 1st Street                   Seneca             SC       29678       Oconee
  94   Bird 74 Shopping Center      7376-7396 Bird Road (SW 40th Street)         Miami              FL       33155     Miami-Dade
  95   Shurgard - Orlando, FL       4808 South Vineland Road                     Orlando            FL       32811       Orange
       (Vineland)
  96   Eckerd-Athens                702 East Tyler                               Athens             TX       75751     Henderson
  97   Walgreens - Pasadena         2130 South Richey Street                     Pasadena           TX       77504       Harris
  98   Rite Aid - Montgomery, AL    6995 Atlanta Highway                         Montgomery         AL       36117     Montgomery
  99   John & Sons Portfolio -      1111 East Channel Islands Boulevard          Oxnard             CA       93033      Ventura
       Amar Ranch Market
 100   Eckerds-Kings Mountain       601 East Kings Street                        Kings Mountain     NC       28086     Cleveland
 101   Shurgard - Tampa, FL         16217 North Dale Mabry Highway               Tampa              FL       33618    Hillsborough
       (Carrollwood)
 102   John & Sons Portfolio -      12631 Mitchell Avenue                        Los Angeles        CA       90066    Los Angeles
       Multifamily

       (1) In addition to any such escrows funded at loan closing for potential TI/LC, these 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.

       (2) The borrower was required to deposit $1,000,000 at closing for ongoing replacement reserves.  An additional
           $100 per unit beginning in year five through the end of the term is also required in the related loan documents.
           The stated amount is that of the aggregate amount applied on an annual basis across the loan term.

                                                              2 of 10
<PAGE>
<CAPTION>

                                                                           Original      Remaining              Original  Remaining
Mortgage  Cut-Off                                                          Term to       Term to      Maturity   Amort      Amort
Loan      Date Loan    Monthly P&I   Grace  Mortgage  Number     Unit of   Maturity or   Maturity or  Date or    Term       Term
Number    Balance($)   Payments($)   Days   Rate(%)   of Units   Measure   ARD (Mos.)    ARD (Mos.)      ARD     (Mos.)     (Mos.)
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>           <C>   <C>       <C>         <C>         <C>             <C>    <C>           <C>       <C>
  1     80,500,000.00    (IO)         0    4.8900%    14,057     Sq. Ft.      86              86    11-Oct-2010   (IO)      (IO)
  2     69,854,617.38  393,945.92     0    5.4200%   1,229,140   Sq. Ft.      120            118    11-Jun-2013    360      358
  3     58,000,000.00  293,877.48     0    4.5000%    306,897    Sq. Ft.      60              59    11-Jul-2008    360      360
  4     44,000,000.00  241,363.76     0    5.190983%  244,883    Sq. Ft.      84              84    11-Aug-2010    360      360
  5     38,000,000.00  205,854.17     0    5.0800%    602,526    Sq. Ft.      120            120    11-Aug-2013    360      360
  6     37,000,000.00  123,333.33     0    4.0000%    289,602    Sq. Ft.      84              84    11-Aug-2010   (IO)      (IO)
  7     36,000,000.00  182,406.71     0    4.5000%    171,576    Sq. Ft.      60              59    11-Jul-2008    360      360
  8     26,480,000.00  137,494.50     0    4.7100%      440       Units       120            120    11-Aug-2013    360      360
  9     25,200,000.00  133,284.00     0    4.8700%    232,765    Sq. Ft.      120            120    11-Aug-2013    360      360
  10    20,965,018.85  117,441.15     0    4.5600%    304,000    Sq. Ft.      120            119    11-Jul-2013    300      299
  11    20,140,010.14  111,824.26     0    5.2900%    87,732     Sq. Ft.      120            119    11-Jul-2013    360      359
  12    19,158,127.05  105,310.71     0    5.1900%      280       Units       120            118    11-Jun-2013    360      358
  13    16,962,611.59  92,824.46      0    5.1500%    158,180    Sq. Ft.      120            118    11-Jun-2013    360      358
  14    15,000,000.00  81,350.32      0    5.0900%    96,477     Sq. Ft.      60              60    11-Aug-2008    360      360
  15    13,986,551.93  78,789.18      0    5.4200%    129,341    Sq. Ft.      120            119    11-Jul-2013    360      359
  16    12,985,359.46  67,814.15      5    4.7500%      350       Units       120            119    1-Jul-2013     360      359
 16.1                                 0                 199       Units
 16.2                                 0                 151       Units
  17    12,581,627.65  75,877.35      0    5.3000%    276,067    Sq. Ft.      120            119    11-Jul-2013    300      299
  18    12,537,160.20  68,603.63      5    5.1600%    99,049     Sq. Ft.      108            107    1-Jul-2012     360      359
  19    12,487,027.11  67,868.72      5    5.1000%    108,171    Sq. Ft.      120            119    1-Jul-2013     360      359
  20    11,540,426.91  69,248.09      0    6.0000%    858,000    Sq. Ft.      120            119    11-Jul-2013    360      359
  21    11,200,000.00  59,645.79      0    4.9300%    263,366    Sq. Ft.      120            120    11-Aug-2013    360      360
  22    11,138,142.28  74,469.14      5    6.9500%    69,075     Sq. Ft.      120            107    1-Jul-2012     360      347
  23    10,189,539.49  55,694.68      0    5.1500%    90,784     Sq. Ft.      120            119    11-Jul-2013    360      359
  24    9,457,013.00   57,629.23      5    6.0900%    110,612    Sq. Ft.      120            113    1-Jan-2013     360      353
  25    9,000,000.00   45,601.68      0    4.5000%    55,757     Sq. Ft.      60              59    11-Jul-2008    360      360
  26    8,200,756.41   49,092.25      5    5.9300%    124,494    Sq. Ft.      120            114    1-Feb-2013     360      354
  27    7,967,882.05   45,926.32      5    5.6000%    120,717    Sq. Ft.      108            104    1-Apr-2012     360      356
  28    7,525,000.00   43,199.44      0    5.6000%    44,221     Sq. Ft.      120            119    11-Jul-2013    360      360
  29    7,483,050.32   40,353.35      0    5.0200%      240       Units       120            118    11-Jun-2013    360      358
  30    7,333,732.89   39,997.18      5    5.1200%    58,240     Sq. Ft.      120            118    1-Jun-2013     360      358
  31    7,110,765.17   40,903.13      0    5.6000%    55,356     Sq. Ft.      120            118    11-Jun-2013    360      358
  32    7,085,190.80   39,868.69      0    5.4000%    86,889     Sq. Ft.      116            114    11-Feb-2013    360      358
  33    6,900,000.00   37,040.69      5    5.0000%    34,455     Sq. Ft.      120            120    1-Aug-2013     360      360
  34    6,880,000.00   38,418.86      0    5.3500%    16,200     Sq. Ft.      120            120    11-Aug-2013    360      360
  35    6,685,418.85   36,790.43      5    5.2000%    21,076     Sq. Ft.      108            106    1-Jun-2012     360      358
  36    6,670,000.00   25,568.33      0    4.6000%    69,500     Sq. Ft.      84              84    11-Aug-2010   (IO)      (IO)
  37    6,640,000.00   36,256.14      0    5.1500%      250       Units       84              84    11-Aug-2010    360      360
  38    6,395,000.00   35,591.20      0    5.3200%      918       Units       120            120    11-Aug-2013    360      360
  39    6,156,099.90   36,220.91      5    5.7600%    39,520     Sq. Ft.      120            113    1-Jan-2013     360      353
  40    6,081,578.31   37,095.92      0    5.4000%    48,744     Sq. Ft.      120            118    11-Jun-2013    300      298
  41    6,066,000.00   36,243.08      0    5.2200%      896       Units       120            120    11-Aug-2013    300      300
  42    5,754,642.43   32,885.57      0    5.5500%    37,573     Sq. Ft.      120            119    11-Jul-2013    360      359
  43    5,562,183.90   30,402.16      0    5.1500%    15,120     Sq. Ft.      60              59    11-Jul-2008    360      359
  44    5,194,628.89   28,297.33      5    5.1200%      31        Units       120            119    1-Jul-2013     360      359
  45    5,192,557.24   31,622.76      0    5.4000%    60,202     Sq. Ft.      120            119    11-Jul-2013    300      299
  46    5,095,291.76   29,213.74      0    5.5800%    45,140     Sq. Ft.      120            119    11-Jul-2013    360      359
  47    5,080,000.00   28,335.80      0    5.3400%      149       Units       120            120    11-Aug-2013    360      360
  48    5,000,000.00   29,656.83      0    5.9000%    28,800     Sq. Ft.      120            120    11-Aug-2013    360      360
  49    4,975,000.00   28,247.50      0    5.5000%    47,817     Sq. Ft.      120            118    11-Jun-2013    360      360
  50    4,800,000.00   32,589.31      0    5.9300%    50,461     Sq. Ft.      120            120    11-Aug-2013    264      264
  51    4,790,513.84   27,707.32      0    5.6500%    21,627     Sq. Ft.      120            118    11-Jun-2013    360      358
  52    4,680,000.00     (IO)         0    4.5000%      150       Units       60              59    11-Jul-2008   (IO)      (IO)
  53    4,649,356.93   28,299.96      5    6.1000%    121,828    Sq. Ft.      120            115    1-Mar-2013     360      355
  54    4,640,604.99   25,364.93      0    5.1500%    13,965     Sq. Ft.      60              59    11-Jul-2008    360      359
  55    4,600,000.00   25,401.37      0    5.2500%    60,637     Sq. Ft.      120            120    11-Aug-2013    360      360



                                                             3 of 10
<PAGE>

<CAPTION>

                                                                           Original      Remaining              Original  Remaining
Mortgage  Cut-Off                                                          Term to       Term to      Maturity   Amort      Amort
Loan      Date Loan    Monthly P&I   Grace  Mortgage  Number     Unit of   Maturity or   Maturity or  Date or    Term       Term
Number    Balance($)   Payments($)   Days   Rate(%)   of Units   Measure   ARD (Mos.)    ARD (Mos.)      ARD     (Mos.)     (Mos.)
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>           <C>   <C>       <C>         <C>         <C>             <C>    <C>           <C>       <C>
  56    4,575,000.00   26,931.42      0    5.8300%      454       Units       84              84    11-Aug-2010    360      360
  57    4,555,434.51   25,180.49      0    5.2500%      104       Units       120            119    11-Jul-2013    360      359
  58    4,503,261.42   35,726.15      0    7.2500%    16,708     Sq. Ft.      293            238    15-Jun-2023    293      238
  59    4,500,000.00   23,474.13      0    4.7500%    44,647     Sq. Ft.      120            120    11-Aug-2013    360      360
  60    4,308,261.34   25,678.81      5    5.9200%    19,601     Sq. Ft.      120            117    1-May-2013     360      357
  61    4,146,003.80   23,329.44      0    5.4100%    14,490     Sq. Ft.      120            119    11-Jul-2013    360      359
  62    4,096,042.24   23,022.76      0    5.4000%    14,884     Sq. Ft.      120            119    11-Jul-2013    360      359
  63    3,988,135.48   23,587.47     10    5.8000%      224       Units       60              52    1-Dec-2007     360      352
  64    3,842,308.20   22,102.04      0    5.6000%    15,120     Sq. Ft.      120            118    11-Jun-2013    360      358
  65    3,678,000.00   21,975.28      0    5.2200%      569       Units       120            120    11-Aug-2013    300      300
  66    3,676,226.01   20,093.77      0    5.1500%    13,987     Sq. Ft.      60              59    11-Jul-2008    360      359
  67    3,596,083.84   19,106.16      0    4.9000%      27        Units       120            119    11-Jul-2013    360      359
  68    3,500,000.00   19,479.16      0    5.3200%      488       Units       120            120    11-Aug-2013    360      360
  69    3,479,601.34   21,096.91      5    6.0500%    38,340     Sq. Ft.      120            114    1-Feb-2013     360      354
  70    3,396,386.95   18,251.94      0    5.0000%      108       Units       120            119    11-Jul-2013    360      359
  71    3,239,225.29   29,164.90      0    7.2700%    16,836     Sq. Ft.      237            185    15-Jan-2019    237      185
  72    3,193,771.78   18,613.39      5    5.7200%    76,141     Sq. Ft.      120            118    1-Jun-2013     360      358
  73    3,178,595.77   20,774.42      5    6.0800%    12,544     Sq. Ft.      108            103    1-Mar-2012     300      295
  74    3,150,000.00   19,268.58      0    5.4600%    12,739     Sq. Ft.      144            144    11-Aug-2015    300      300
  75    3,132,911.46   18,453.38      5    5.8000%    52,592     Sq. Ft.      120            116    1-Apr-2013     360      356
  76    3,125,000.00   18,634.42      0    5.2000%    25,000     Sq. Ft.      84              84    11-Aug-2010    300      300
  77    3,070,263.97   21,612.00      5    7.4700%    15,070     Sq. Ft.      120            106    1-Jun-2012     360      346
  78    3,003,881.45   17,128.24      0    5.5200%      523       Units       120            118    11-Jun-2013    360      358
  79    2,998,891.61   17,099.79      0    5.5200%      559       Units       120            118    11-Jun-2013    360      358
  80    2,993,901.79   17,071.33      0    5.5200%      662       Units       120            118    11-Jun-2013    360      358
  81    2,955,976.89   21,079.24      5    7.5500%    80,715     Sq. Ft.      120             99    1-Nov-2011     360      339
  82    2,896,324.34   21,340.40      5    7.9400%    109,361    Sq. Ft.      120            104    1-Apr-2012     360      344
  83    2,692,542.71   15,928.41      5    5.8500%    33,619     Sq. Ft.      120            117    1-May-2013     360      357
  84    2,689,521.76   15,335.75      0    5.5200%      511       Units       120            118    11-Jun-2013    360      358
  85    2,600,000.00   16,994.67      0    6.4700%    44,833     Sq. Ft.      180            180    11-Aug-2018    324      324
  86    2,450,000.00   14,609.39      0    5.2000%    35,232     Sq. Ft.      84              84    11-Aug-2010    300      300
  87    2,334,281.29   15,256.21      5    6.0800%    10,908     Sq. Ft.      108            103    1-Mar-2012     300      295
  88    2,222,243.90    Steps         0    6.9500%    11,180     Sq. Ft.      239            181    15-Sep-2018    291      233
  89    2,200,000.00   13,118.63      0    5.2000%    25,668     Sq. Ft.      84              84    11-Aug-2010    300      300
  90    2,100,000.00   12,522.33      0    5.2000%    25,225     Sq. Ft.      84              84    11-Aug-2010    300      300
  91    2,100,000.00   10,954.59      0    4.7500%      44        Units       120            120    11-Aug-2013    360      360
  92    2,085,953.49   13,633.21      5    6.0800%    10,908     Sq. Ft.      108            103    1-Mar-2012     300      295
  93    2,037,235.16   12,796.04      5    6.3800%    10,908     Sq. Ft.      120            113    1-Jan-2013     360      353
  94    2,000,000.00   11,506.82      0    5.6200%    21,615     Sq. Ft.      120            120    11-Aug-2013    360      360
  95    1,956,015.83   11,153.27      0    5.5200%      426       Units       120            118    11-Jun-2013    360      358
  96    1,936,956.81   12,659.41      5    6.0800%    10,908     Sq. Ft.      108            103    1-Mar-2012     300      295
  97    1,782,940.13   12,610.52      5    7.5200%    15,120     Sq. Ft.      120            106    1-Jun-2012     360      346
  98    1,776,652.74   15,367.00      0    6.7300%    11,060     Sq. Ft.      238            187    15-Mar-2019    238      187
  99    1,775,000.00   10,584.35      0    5.2000%    25,935     Sq. Ft.      84              84    11-Aug-2010    300      300
 100    1,629,788.15   10,236.83      5    6.3800%    10,908     Sq. Ft.      120            113    1-Jan-2013     360      353
 101    1,526,889.91   8,706.38       0    5.5200%      624       Units       120            118    11-Jun-2013    360      358
 102     550,000.00    3,279.66       0    5.2000%       8        Units       84              84    11-Aug-2010    300      300




                                                             4 of 10
<PAGE>
<CAPTION>


Mortgage               Master              Anticipated
Loan       Ground      Servicing   ARD      Repayment
Number     Lease       Fee Rate    Loans      Date                        Additional Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>      <C>           <C>     <C>        <C>
    1         N        0.04000%      Y       10/11/10   Initial Term Rate + 2.0%
    2         N        0.04000%      Y       6/11/13    Greater of : (i) the Regular Interest Rate plus 5% or (ii) the
                                                        Treasury Rate plus 5%
    3         N        0.04000%      Y       7/11/08    Initial Term Rate plus 2%
    4         N        0.04000%      Y       8/11/10    Initial Term Rate plus 2.0%
    5         N        0.04000%      N
    6         N        0.04000%      n
    7         N        0.04000%      Y       7/11/08    Initial Term Rate plus 2%
    8         N        0.04000%      Y       8/11/13    Initial Term Rate plus 2.0%
    9         N        0.04000%      Y       8/11/13    The greater of (1) the initial interest rate + 2.5% increasing .25%
                                                        per annum or (2) Treasury Constant Maturity Yield Index + 2.5%
    10        N        0.04000%      N
    11        N        0.04000%      N
    12        N        0.04000%      Y       6/11/13    Greater of (1) initial interest rate plus 2.50%, increasing .25% per year
                                                        after that, or (2) the treasury constant maturity yeild index plus 2.50%
    13        N        0.04000%      N
    14        N        0.04000%      N
    15        N        0.04000%      Y       7/11/13    Greater of Intial Interest rate plus 3% or Treasury Constant Maturity
                                                        Yield Index + 3%
    16        N        0.04000%      N
   16.1       N
   16.2       N
    17        N        0.04000%      N
    18        N        0.04000%      N
    19        N        0.04000%      N
    20        N        0.04000%      N
    21        N        0.04000%      N
    22        N        0.04000%      N
    23        N        0.04000%      N
    24        Y        0.12000%      N
    25        N        0.04000%      Y       7/11/08    Initial Term Rate plus 2%
    26        N        0.10000%      N
    27        N        0.04000%      N
    28        N        0.04000%      N
    29        N        0.04000%      N
    30        N        0.04000%      N
    31        N        0.04000%      N
    32        N        0.04000%      N
    33        N        0.04000%      N
    34        N        0.04000%      N
    35        N        0.04000%      N
    36        N        0.04000%      N
    37        N        0.04000%      N
    38        Y        0.04000%      N
    39        N        0.10000%      N
    40        N        0.04000%      Y       6/11/13    Greater of Initial Rate plus 2.5% or Treasury Rate plus 2.5%, subject
                                                        to an annual increase of .25%.
    41        N        0.04000%      N
    42        N        0.04000%      N
    43        N        0.04000%      Y       7/11/08    Greater of initial rate plus 2.5% subject to an annual increase of .25%
                                                        or Treasury plus 2.5%
    44        N        0.04000%      N
    45        N        0.04000%      N
    46        N        0.04000%      N
    47        N        0.04000%      N
    48        N        0.04000%      N
    49        N        0.04000%      N
    50        N        0.04000%      N
    51        N        0.04000%      N
    52        N        0.04000%      Y       7/11/08    Greater of initial rate +3.0% or Treas. +3.0%
    53        N        0.04000%      N
    54        N        0.04000%      Y       7/11/08    Greater of initial rate plus 2.5% subject to an annual increase of .25%
                                                        or Treasury plus 2.5%




                                                             5 of 10
<PAGE>

<CAPTION>


Mortgage               Master              Anticipated
Loan       Ground      Servicing   ARD      Repayment
Number     Lease       Fee Rate    Loans      Date                        Additional Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>      <C>           <C>     <C>        <C>
    55        N        0.04000%      N
    56        N        0.06000%      N
    57        N        0.04000%      N
    58        N        0.04000%      N
    59        N        0.04000%      N
    60        N        0.10000%      N
    61        N        0.04000%      N
    62        N        0.04000%      Y       7/11/13    Greater of (i) note rate + 2.50% (increased by 0.25% anually) or
                                                        (ii) treasury constant maturity yield index plus 2.50% (increased 0.25%
                                                        annually).
    63        N        0.04000%      N
    64        N        0.04000%      Y       6/11/13    Greater of initial interest rate +2.5% or Tresury + 2.5% increasing
                                                        .25% annually
    65        N        0.04000%      N
    66        N        0.04000%      Y       7/11/08    Greater of initial rate + 2.5% subject to an annual increase of 0.25%
                                                        or Treas. + 2.5%
    67        N        0.04000%      N
    68        N        0.04000%      N
    69        N        0.07000%      N
    70        N        0.04000%      N
    71        N        0.04000%      N
    72        N        0.04000%      N
    73        N        0.07000%      N
    74        N        0.04000%      N
    75        Y        0.04000%      N
    76        N        0.04000%      Y       8/11/10    Greater of initial rate + 3.0% or Treas. + 3.0%
    77        N        0.04000%      N
    78        N        0.04000%      N
    79        N        0.04000%      N
    80        N        0.04000%      N
    81        Y        0.12000%      N
    82        N        0.04000%      N
    83        N        0.10000%      N
    84        N        0.04000%      N
    85        N        0.04000%      N
    86        N        0.04000%      Y       8/11/10    Greater of initial rate + 3.0% or Treasury + 3.0%
    87        N        0.07000%      N
    88        N        0.04000%      N
    89        N        0.04000%      Y       8/11/10    Greater of initial rate + 3.0% or Treasury + 3.0%
    90        N        0.04000%      Y       8/11/10    Greater of initial rate + 3.0% or Treasury + 3.0%
    91        N        0.04000%      N
    92        N        0.07000%      N
    93        N        0.10000%      N
    94        N        0.04000%      N
    95        N        0.04000%      N
    96        N        0.07000%      N
    97        Y        0.04000%      N
    98        N        0.04000%      N
    99        N        0.04000%      Y       8/11/10    Greater of initial rate + 3.0% or Treasury + 3.0%
   100        N        0.10000%      N
   101        N        0.04000%      N
   102        N        0.04000%      Y       8/11/10    Greater of initial rate + 3.0% or Treasury + 3.0%




                                                             6 of 10
<PAGE>
<CAPTION>

                                           Cross
                                       Collateralized
Mortgage                                 and Cross                                Interest
Loan          Loan      Environmental    Defaulted       Defeasance   Secured     Accrual
Number     Originator     Insurance      Loan Flag          Loan       by LC      Method
-----------------------------------------------------------------------------------------------
<S>        <C>          <C>          <C>                  <C>         <C>         <C>
    1       Wachovia                                         N            N        Actual/360
    2       Wachovia                                         Y            N        Actual/360
    3       Wachovia                  Zeus Portfolio         Y            N        Actual/360
    4       Wachovia                                         Y            N        Actual/360
    5       Wachovia                                         Y            N        Actual/360
    6       Wachovia                                         N            N          30/360
    7       Wachovia                  Zeus Portfolio         Y            N        Actual/360
    8       Wachovia                                         Y            N        Actual/360
    9       Wachovia                                         Y            N        Actual/360
    10      Wachovia                                         Y            N        Actual/360
    11      Wachovia                                         Y            N        Actual/360
    12      Wachovia                                         Y            N        Actual/360
    13      Wachovia                                         Y            N        Actual/360
    14      Wachovia                                         Y            N        Actual/360
    15      Wachovia                                         Y            N        Actual/360
    16        CGM                                            Y            N        Actual/360
   16.1       CGM
   16.2       CGM
    17      Wachovia                                         Y            N        Actual/360
    18        CGM                                            Y            N        Actual/360
    19        CGM                                            Y            N        Actual/360
    20      Wachovia         Y                               Y            N        Actual/360
    21      Wachovia                                         Y            N        Actual/360
    22        CGM                                            Y            N        Actual/360
    23      Wachovia                                         Y            N        Actual/360
    24        CGM                                            Y            N        Actual/360
    25      Wachovia                  Zeus Portfolio         Y            N        Actual/360
    26        CGM                                            Y            N        Actual/360
    27        CGM                                            Y            N        Actual/360
    28      Wachovia                                         Y            N        Actual/360
    29      Wachovia                                         Y            N        Actual/360
    30        CGM                                            Y            N        Actual/360
    31      Wachovia                                         Y            N        Actual/360
    32      Wachovia                                         Y            N        Actual/360
    33        CGM                                            Y            N        Actual/360
    34      Wachovia                                         Y            N        Actual/360
    35        CGM                                            Y            N        Actual/360
    36      Wachovia                                         N            N          30/360
    37      Wachovia                                         Y            N        Actual/360
    38      Wachovia                                         Y            N        Actual/360
    39        CGM                                            Y            N        Actual/360
    40      Wachovia                                         Y            N        Actual/360
    41      Wachovia                                         Y            N        Actual/360
    42      Wachovia                                         Y            N        Actual/360
    43      Wachovia                                         N            N        Actual/360
    44        CGM                                            Y            N        Actual/360
    45      Wachovia                                         Y            N        Actual/360
    46      Wachovia                                         Y            N        Actual/360
    47      Wachovia                                         Y            N        Actual/360
    48      Wachovia                                         Y            N        Actual/360
    49      Wachovia                                         Y            N        Actual/360
    50      Wachovia                                         Y            N        Actual/360
    51      Wachovia                                         Y            N        Actual/360
    52      Wachovia                                         Y            N        Actual/360
    53        CGM                                            Y            N        Actual/360
    54      Wachovia         Y                               N            N        Actual/360




                                                             7 of 10
<PAGE>

<CAPTION>

                                           Cross
                                       Collateralized
Mortgage                                 and Cross                                Interest
Loan          Loan      Environmental    Defaulted       Defeasance   Secured     Accrual
Number     Originator     Insurance      Loan Flag          Loan       by LC      Method
-----------------------------------------------------------------------------------------------
<S>        <C>          <C>          <C>                <C>              <C>      <C>
    55      Wachovia                                         Y            N        Actual/360
    56      Wachovia                                         Y            N        Actual/360
    57      Wachovia                                         Y            N        Actual/360
    58      Wachovia                                         Y            N          30/360
    59      Wachovia                                         Y            N        Actual/360
    60        CGM                                            Y            N        Actual/360
    61      Wachovia                                         Y            N        Actual/360
    62      Wachovia                                         Y            N        Actual/360
    63        CGM            Y                               Y            N        Actual/360
    64      Wachovia                                    Defeasance or YM  N        Actual/360
    65      Wachovia                                         Y            N        Actual/360
    66      Wachovia         Y                               N            N        Actual/360
    67      Wachovia                                         N            N        Actual/360
    68      Wachovia                                         Y            N        Actual/360
    69        CGM                                            Y            N        Actual/360
    70      Wachovia                                         Y            N        Actual/360
    71      Wachovia                                         N            N          30/360
    72        CGM                                            Y            N        Actual/360
    73        CGM                   Eckerd Portfolio 1       Y            N        Actual/360
    74      Wachovia                                         Y            N        Actual/360
    75        CGM                                            Y            N        Actual/360
    76      Wachovia                John and Sons Portfolio  Y            N        Actual/360
    77        CGM                   Walgreens Portfolio      Y            N        Actual/360
    78      Wachovia                Shurgard Portfolio       Y            N        Actual/360
    79      Wachovia                Shurgard Portfolio       Y            N        Actual/360
    80      Wachovia                Shurgard Portfolio       Y            N        Actual/360
    81        CGM                                            Y            N        Actual/360
    82        CGM                                            Y            N        Actual/360
    83        CGM                                            Y            N        Actual/360
    84      Wachovia                Shurgard Portfolio       Y            N        Actual/360
    85      Wachovia                                         Y            N        Actual/360
    86      Wachovia                John and Sons Portfolio  Y            N        Actual/360
    87        CGM                   Eckerd Portfolio 1       Y            N        Actual/360
    88      Wachovia                                         Y            N          30/360
    89      Wachovia                John and Sons Portfolio  Y            N        Actual/360
    90      Wachovia                John and Sons Portfolio  Y            N        Actual/360
    91      Wachovia                                         Y            N        Actual/360
    92        CGM                   Eckerd Portfolio 1       Y            N        Actual/360
    93        CGM                   Eckerd Portfolio 2       Y            N        Actual/360
    94      Wachovia                                         Y            N        Actual/360
    95      Wachovia                Shurgard Portfolio       Y            N        Actual/360
    96        CGM                   Eckerd Portfolio 1       Y            N        Actual/360
    97        CGM                   Walgreens Portfolio      Y            N        Actual/360
    98      Wachovia                                         N            N          30/360
    99      Wachovia                John and Sons Portfolio  Y            N        Actual/360
   100        CGM                   Eckerd Portfolio 2       Y            N        Actual/360
   101      Wachovia                Shurgard Portfolio       Y            N        Actual/360
   102      Wachovia                John and Sons Portfolio  Y            N        Actual/360

</TABLE>




                                           8 of 10
<PAGE>


                                         Initial
                           Annual        Deposit
Mortgage                 Deposit to     to Capital      Initial     Ongoing
Loan                     Replacement   Improvements     TI/LC       TI/LC
Number      Lockbox        Reserve       Reserve        Escrow      Footnote
-------------------------------------------------------------------------------
    1         Day 1
    2         Day 1        120,000                     532,797       (1)
    3       Springing      76,724        51,625                      (1)
    4         Day 1        36,732         2,125       1,000,000      (1)
    5                      60,253                     1,650,000      (1)
    6
    7       Springing      42,894        14,438                      (1)
    8       Springing      122,000
    9       Springing                                                (1)
    10                     54,720        22,375
    11      Springing       8,774
    12      Springing      42,000
    13                     15,818
    14                     17,366
    15      Springing      31,042        12,050                      (1)
    16                     88,250        399,435
   16.1
   16.2
    17      Springing      27,607                                    (1)
    18    Soft, In Place   14,861                                    (1)
    19                     27,043                                    (1)
    20                     111,540       120,000                     (1)
    21                     62,324        26,281                      (1)
    22                      6,941         6,250                      (1)
    23      Springing      21,361         7,275
    24
    25      Springing      14,021        51,875                      (1)
    26                     28,563        31,391        100,000       (1)
    27                     24,288                                    (1)
    28                      4,422                      264,322       (1)
    29                     60,000        95,256
    30                     11,650        86,562        150,000       (1)
    31      Springing      18,621         3,750        200,000       (1)
    32                      8,689                                    (1)
    33                      5,168        11,875                      (1)
    34
    35    Hard, In-Place    3,161                                    (1)
    36
    37                     62,500        37,500
    38
    39                      3,952        15,119
    40      Springing       9,749
    41
    42                      7,515         8,975                      (1)
    43      Springing
    44                      7,750
    45      Springing       6,020                                    (1)
    46                      4,560                                    (1)
    47
    48                      2,880                                    (1)
    49                                    3,750
    50                      5,046         4,313                      (1)
    51                                                               (1)
    52      Springing      37,950        12,000
    53                     23,652                      150,000       (1)
    54      Springing



                                   9 of 10
<PAGE>


                                         Initial
                           Annual        Deposit
Mortgage                 Deposit to     to Capital      Initial     Ongoing
Loan                     Replacement   Improvements     TI/LC       TI/LC
Number      Lockbox        Reserve       Reserve        Escrow      Footnote
-------------------------------------------------------------------------------

    55                      6,064         5,313        200,000
    56
    57                     26,000         6,250
    58        Day 1
    59                      4,465
    60    Hard, Springing   3,920                                    (1)
    61
    62      Springing
    63    Hard, Springing  67,200        357,969
    64      Springing       1,512
    65
    66      Springing
    67                      6,615
    68
    69                      5,751                                    (1)
    70                     21,924        72,188
    71        Day 1         3,367
    72                     22,842        38,750        233,500       (1)
    73    Hard, In-Place    1,882                                    (1)
    74
    75                      7,889                                    (1)
    76      Springing
    77    Hard, In-Place
    78
    79
    80
    81                     16,143                                    (1)
    82                     21,532                                    (1)
    83                      6,703                                    (1)
    84
    85                     16,114                                    (1)
    86      Springing
    87    Hard, In-Place    1,636                                    (1)
    88        Day 1         2,471
    89      Springing
    90      Springing                    80,000
    91                     16,500        36,750
    92    Hard, In-Place    1,636                                    (1)
    93                      1,091                                    (1)
    94                      4,280                      50,000        (1)
    95
    96    Hard, In-Place    1,636                                    (1)
    97    Hard, In-Place
    98        Day 1         2,212
    99      Springing
   100                      1,091                                    (1)
   101
   102      Springing




                                   10 of 10

<PAGE>
<TABLE>
<CAPTION>

                                                            Exhibit C-1

                                          Schedule of Eceptions to Mortgage Delivery File



























                                                               C-1-1
<PAGE>

                                                                                                                  Exception Report

August 27, 2003                               Wachovia Commercial Mortgage Securities, Inc.
                                              Commercial Mortgage Pass-Through Certificates,


------------------------------------------------------------------------------------------------------------------------------------
 Collateral   Property          Investor    Alternate Loan    Loan           Doc                  Exception
    ID          Name              ID            ID            Amount         Type     Exception   Description       Notation
 ----------  ----------        --------    ---------------    ------         ----     ---------   -----------       ---------
<S>          <C>               <C>         <C>               <C>            <C>       <C>         <C>               <C>
262003C6     Augusta Place        CGM                         8,250,000.00    NOTE    13          DATE OF LAST      NOTE: 1/1/2013;
                                                                                                  PAYMENT DOES      SCHD: 2/1/2013
                                                                                                  NOT AGREE WITH
                                                                                                  SCHEDULE

722003C6    Oakbrook Corners      CGM                         3,200,000.00    NOTE    13          DATE OF LAST      NOTE: 5/1/2013;
                                                                                                  PAYMENT DOES      SCHD: 6/1/2013
                                                                                                  NOT AGREE WITH
                                                                                                  SCHEDULE

22003C6     Lloyd Center          WACH      2760016          70,000,000.00    ALNV    01          MISSING           LEHM TO WELLS




402003C6    Best Buy - Olathe, KS WACH      2736810           6,100,000.00    NOTE    13          DATE OF LAST      NOTE: 6/11/13;
                                                                                                  PAYMENT DOES      SCH:7/1/13
                                                                                                  AGREE WITH WITH
                                                                                                  SCHEDULE


982003C6    Rite Aid - Montgomery WACH      2773309           2,024,169.87    NOTE    90          LOST NOTE         FAXED COPY OF
                                                                                                  AFFIDAVIT         LNA AND
                                                                                                  IN FILE           NOTE RECEIVED
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>









                                                                 C-1-2






<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

Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
One Wachovia Center
Charlotte, North Carolina 28288
Attention:  William J. Cohane

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 2003-C6

        Re:  Wachovia Bank Commercial Mortgage Trust
             Commercial Mortgage Pass-Through Certificates, Series 2003-C6

Ladies and Gentlemen:

                  Wells Fargo Bank Minnesota, 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


                                     C-2-1


<PAGE>

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,
absent actual knowledge to the contrary or copies of UCC Financing Statements
delivered to the Trustee as part of the Mortgage File indicating otherwise,
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). The
UCC Financing Statements to be assigned to the Trust 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 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: ____________________________















                                    C-2-2
<PAGE>






                                  EXHIBIT D-1

                  FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                    [Date]


Wells Fargo Bank Minnesota, 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 2003-C6

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 August 1, 2003 (the "Pooling and Servicing Agreement"), by and among
Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank,
National Association, as Master Servicer, Lennar Partners, Inc., as Special
Servicer, 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:________________________




                                     D-1-1


<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:__________________________









                                     D-1-2



<PAGE>

                                  EXHIBIT D-2

                 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

[Date]


Wells Fargo Bank Minnesota, 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 2003-C6

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 August 1, 2003 (the "Pooling and Servicing Agreement"), by and among
Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank,
National Association, as Master Servicer, Lennar Partners, Inc., as Special
Servicer, 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:____________________________









                                D-2-3

<PAGE>

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.


                             LENNAR PARTNERS, INC.
                              as Special Servicer



                                   By: ____________________________________
                                       Name:_______________________________
                                       Title:______________________________











                                     D-2-4


<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


                                      E-1
<PAGE>

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.











                                      E-2
<PAGE>
<TABLE>
<CAPTION>


                                                             EXHIBIT F

                                                     UPDATED COLLECTION REPORT

Servicer
Wachovia 2003-C6

For the Collection Period Ending:
Master Servicer Remittance Date
Updated Collection Report



<S>      <C>        <C>     <C>       <C>       <C>       <C>      <C>           <C>     <C>      <C>      <C>      <C>     <C>

Primary  Prospectus Primary Scheduled Scheduled Current   Current  Paid To Date  Updated Primary    Sub    Master
Servicer Loan       Loan    Principal Interest  Principal Interest      at       Paid To Servicer Servicer Servicer Retained   Net
  ID     Number     Number  Amount    Amount    Advance   Advance  Determination  Date     Fees     Fees   Fees     Fees    Advance
-----    ------     ------  ------    ------    -------   -------  ------------- ------  -------- -------  -------- ------  -------













</TABLE>



                                   F-1
<PAGE>

                                  EXHIBIT G-1

                        FORM OF TRANSFEROR CERTIFICATE

                                                                    [Date]


Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust,
       Commercial Mortgage Pass-Through Certificates, Series 2003-C6

       Re:      Wachovia Bank Commercial Mortgage Trust,
                Commercial Mortgage Pass-Through Certificates,
                Series 2003-C6 (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 August 27, 2003 (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
August 1, 2003, among Wachovia Commercial Mortgage Securities, Inc., as
depositor, Wachovia Bank, National Association, as master servicer, Lennar
Partners, Inc., as special servicer, and Wells Fargo Bank Minnesota, 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

                                    G-1-1



<PAGE>

          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:__________________________














                                    G-1-2
<PAGE>



                                  EXHIBIT G-2

                        FORM OF TRANSFEREE CERTIFICATE
                                   FOR QIBs

                                                                   [Date]


Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust,
       Commercial Mortgage Pass-Through Certificates, Series 2003-C6

       Re:      Wachovia Bank Commercial  Mortgage Trust,
                Commercial Mortgage Pass-Through Certificates,
                Series 2003-C6 (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 August 27, 2003 (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
August 1, 2003, among Wachovia Commercial Mortgage Securities, Inc., as
depositor, Wachovia Bank, National Association, as master servicer, Lennar
Partners, Inc., as special servicer, and Wells Fargo Bank Minnesota, 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.

               2.   In the case of a Class A-1, Class A-2, Class A-3, Class A-4,
          Class IO, Class B, Class C, Class D, Class E, Class F, Class G or






                                    G-2-1




<PAGE>

          Class H 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
          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").


               3.   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.
          4. 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:

         [In the case of the Unregistered Certificates]: 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.

         -AND-


                                    G-2-2

<PAGE>

         [In the case of , R-I, Class R-II, Class Z-I or Class Z-II
         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.

         [In the case Class J, Class K, Class L, Class M, Class N, Class O or
         Class P Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY
         INTEREST THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT
         TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
         AMENDED ("ERISA") OR A "PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (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 SECTION 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.


               5.   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


                                    G-2-3

<PAGE>

          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.

               6. 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 [either (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 or (ii)] two duly executed copies of IRS Form W-ECI (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 Forms W-8BEN or] IRS Forms W-ECI,
         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 (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State or the District of Columbia,
including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Persons have the authority to control
all substantial decisions of the trust, all within the meaning of Secion
7701(a)(30) of the Code.

                                   Very truly yours,

                                   ___________________________________
                                                (Transferee)

                                   By: _______________________________
                                       Name:__________________________
                                       Title:_________________________




----------------------
* Does not apply to Class R-I or Class R-II Certificates




                                     G-2-4

<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 Minnesota, 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




                                    G-2-5
<PAGE>

              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



                                    G-2-6

<PAGE>

     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
       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 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:____________________________



                                    G-2-7

<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 Minnesota, 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 or Class Z-II
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

                                    G-2-8

<PAGE>

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:_____________________________




                                    G-2-9
<PAGE>






                                  EXHIBIT G-3

                        FORM OF TRANSFEREE CERTIFICATE

                                 FOR NON-QIBs

                                                               [Date]


Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust,
       Commercial Mortgage Pass-Through Certificates, Series 2003-C6


Re:      Wachovia Bank Commercial Mortgage Trust,
         Commercial Mortgage Pass-Through Certificates,
         Series 2003-C6 (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 August 27, 2003 (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
August 1, 2003, among Wachovia Commercial Mortgage Securities, Inc., as
depositor (the "Depositor"), Wachovia Bank, National Association, as master
servicer, Lennar Partners, Inc., as special servicer, and Wells Fargo Bank
Minnesota, 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 so 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)

                                    G-3-1
<PAGE>

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 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:

         [In the case of Unregistered Certificates]: 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.

         -AND-

         [In the case of Class R-I, Class R-II, Class Z-I or Class Z-II
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





                               G-3-2

<PAGE>


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.

          [In the case of Class J, Class K, Class L, Class M, Class N, Class O
or Class P Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A
"PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (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 SECTION 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.

     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 January 28, 2003 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 or Class IO 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

                                    G-3-3
<PAGE>


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
          either [(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 or (ii)] two duly executed copies of IRS Form W-ECI (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 Forms W-8BEN or] IRS Forms W-ECI,
          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.






                                    G-3-4
<PAGE>


For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State or the District of Columbia,
including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Persons have the authority to control
all substantial decisions of the trust, all within the meaning of Secion
7701(a)(30) fo the Code.

---------------------------------------
* Does not apply to Class R-I or Class R-II Certificates


                                   Very truly yours,



                                   _______________________________
                                             (Transferee)



                                   By: ___________________________
                                       Name:______________________
                                       Title:_____________________









                                    G-3-5
<PAGE>



                                   EXHIBIT H

                        FORM OF TRANSFEREE CERTIFICATE

                                                                         [Date]


Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust,
       Commercial Mortgage Pass-Through Certificates, Series 2003-C6

Re:    Wachovia Bank Commercial Mortgage Trust,
       Commercial Mortgage Pass-Through Certificates,
       Series 2003-C6 (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
August 27, 2003 (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 August 1, 2003 (the
"Pooling and Servicing Agreement"), among Wachovia Commercial Mortgage
Securities, Inc., as depositor, Wachovia Bank, National Association, as master
servicer, and Wells Fargo Bank Minnesota, 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 A-1, Class A-2, Class A-3, Class A-4,
Class IO, Class B, Class C, Class D, Class E, Class F, Class G or Class H
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



                                     H-1

<PAGE>

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 or Class
Z-II 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:_____________________



                                   H-2
<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 2003-C6, 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 August
     1, 2003, among Wachovia Commercial Mortgage Securities, Inc., as
     Depositor, Wachovia Bank, National Association, as Master Servicer,
     Lennar Partners, Inc., as Special Servicer, and Wells Fargo Bank
     Minnesota, 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 of the FHLMC, a majority of
     its board of directors is not selected by 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 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.


                                     I-1-1

<PAGE>

     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 other than a 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 tax income
     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.

          3. 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 "noneconomic residual
     interests" within the meaning of Treasury regulation section
     1.860E-1(c)(2) and that the transferor of a "noneconomic 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.

          4. 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.

          5. 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.

          6. That the Owner consents to any additional restrictions or
     arrangements that shall be deemed necessary upon advice of counsel to

                                     I-1-2
<PAGE>

     constitute a reasonable arrangement to ensure that the Class [R-I] [R-II]
     Certificates will only be owned, directly or indirectly, by Permitted
     Transferees.

          7. That the Owner's taxpayer identification number is _____________.

          8. 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.

          9. 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.

          10. 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.

          11. 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.

          12. 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.

          13. 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.

          14. 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.

          15. 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

                                     I-1-3
<PAGE>

     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".

          16. The Owner will not cause income from the Class [R-I] [R-II]
     Certificate to be attributable to a foreign permanent establishment or
     fixed base, within the meaning of any applicable income tax treaty, of
     the Owner or any other person.

          17. Check the applicable paragraph:

          o     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.

          o     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;

                                     I-1-4
<PAGE>

          (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.

         o     None of the above.

                                     I-1-5
<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 ___________, ____.



                                     I-1-6
<PAGE>



                                  EXHIBIT I-2

                        FORM OF TRANSFEROR CERTIFICATE

                       PURSUANT TO SECTION 5.02(d)(i)(4)

                                                                [Date]


Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage
      Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-C6

      Re: Wachovia Bank Commercial Mortgage Trust,
          Commercial Mortgage Pass-Through Certificates,
          Series 2003-C6, 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 August 1, 2003,
among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia
Bank, National Association, as master servicer, Lennar Partners, Inc., as
special servicer, and Wells Fargo Bank Minnesota, 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 either (i) has
     conducted a reasonable investigation of the financial condition of the
     Transferee as contemplated by Treasury regulation section


                                     I-2-1

<PAGE>

     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 conditions described above
     have been met as to any transfer.


                                Very truly yours,



                                By: _________________________________________
                                   Name:_____________________________________
                                   Title:____________________________________


                                     I-2-2

<PAGE>


                                  EXHIBIT J-1

                       FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                [Date]
Standard & Poor's Rating Services
55 Water Street
New York, New York 10041

Moody's Investors Services, 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 August 1, 2003 relating to Wachovia
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2003-C6 (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 Minnesota, 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.


                                     J-1-1

<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 MINNESOTA, N.A.



                                        By: __________________________________
                                            Title:____________________________



Receipt and acknowledged:


Standard & Poor's Rating Services       Moody's Investors Service, Inc.


By:  ___________________________          By:  _____________________________

Title:  ________________________         Title:  ___________________________

Date:  _________________________          Date:  ___________________________


                                     J-1-2

<PAGE>


8                                  EXHIBIT J-2

              FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


                                                                     [Date]

Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Wachovia Bank, National Association, Series 2003-C6

Ladies & Gentlemen:

     Pursuant to Section 6.09 of the Pooling and Servicing Agreement dated as
of August 1, 2003 relating to Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-C6 (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: __________________________________


                                     J-2-1

<PAGE>
<TABLE>
<CAPTION>


                                                             EXHIBIT K

                                              FORM OF INTERIM DELINQUENT LOAN STATUS

                                                  CMSA Investor Reporting Package
                                                   DELINQUENT LOAN STATUS REPORT
                                                    as of ____________________
                                                        (Loan Level Report)



Operating Information Reflected As NOI______ or NCF________

                                                S62 or
    S4       S55        S61     S57     S58     S63     L8        L7          L37       L39          L38                  L25
----------------------------------------------------------------------------------------------------------------------------------
                                                                Ending                 Other
   Loan                                         Sq.Ft.  Paid  Scheduled   Total P&I    Expense     Total T&I             Current
Prospectus Property  Property                     or    Thru     Loan      Advances    Advance      Advances     Total   Monthly
    Id       Name      Type     City    State   Units   Date    Balance  Outstanding  Outstanding  Outstanding  Exposure  P&I
----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>       <C>        <C>     <C>     <C>     <C>    <C>        <C>         <C>          <C>          <C>      <C>


LOANS IN FORECLOSURE AND NOT REO



90 + DAYS DELINQUENT



60 TO 89 DAYS DELINQUENT



30 TO 59 DAYS DELINQUENT


CURENT AND AT SPECIAL SERVICER
<CAPTION>

                                      L54 or   L56 or
                             L58 or  L68/L92  L70/l93
   L10      L11      L73    or L96   or L97     L74       L75               L99                     L77         L76
---------------------------------------------------------------------------------------------------------------------------------
                                                                  Loss
                     LTM             LTM               Appraisal  using     Total               Date Asset
Current              NOI/   LTM      DSCR               BPO or     90%    Appraisal            Expected to
Interest  Maturity   NCF    NOI/     (NOI   Valuation  Internal  Appr.or  Reduction  Transfer  be Resolved    Workout
  Rate      Date     Date   NCF       NCF)     Date     Value**  BPO(f)   Realized     Date   or Foreclosed   Strategy*  Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>    <C>      <C>    <C>        <C>       <C>      <C>         <C>      <C>            <C>        <C>






FCL = Foreclosure
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing 12 months, if available.
* Workout Strategy should match the CMSA Loan Periodic Update File using abbreviated words in place of a code number
  such as (FCL - In Foreclosure, MOD - Modification, DPO - Discount Payoff, NS - Note Sale, BK - Bankruptcy, PP -
  Payment Plan, TBD - To be determined etc...). It is possible to combine the status codes if the loan is going in
  more than one direction (i.e. FCL/Mod, BK/Mod, BK/FCL/DPO).
**BPO - Broker opinion

</TABLE>
                                     K-1

<PAGE>



                                  EXHIBIT L-1

              FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE

                         REQUEST BY BENEFICIAL HOLDER


                                                                  [Date]

Wells Fargo Bank Minnesota, 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 2003-C6

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina  28288

Lennar Partners, Inc.
760 NW 107th Avenue
Miami, Florida   33172
Re:  Wachovia Bank Commercial Mortgage Trust,
     Commercial Mortgage Pass-Through Certificates, Series 2003-C6

     In accordance with Section 3.15 of the Pooling and Servicing Agreement
dated as of August 1, 2003 (the "Pooling and Servicing Agreement"), among
Wachovia Commercial Mortgage Securities, Inc., as depositor (the "Depositor"),
Wachovia Bank, National Association, as master servicer, Lennar Partners,
Inc., as special servicer, and Wells Fargo Bank Minnesota, N.A., as trustee,
with respect to the Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2003-C6 (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


                                     L-1-1

<PAGE>


     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:______________________________________


                                     L-1-2

<PAGE>

                                  EXHIBIT L-2

                    FORM PROSPECTIVE PURCHASER CERTIFICATE

                                                                 [Date]

Wells Fargo Bank Minnesota, 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 2003-C6

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina  28288

Lennar Partners, Inc.
760 NW 107th Avenue
Miami, Florida   33172
Re:  Wachovia Bank Commercial Mortgage Trust
     Commercial Mortgage Pass-Through Certificates,
     Series 2003-C6 (the "Certificates")

          In accordance with Section 3.15 of the Pooling and Servicing
Agreement, dated as of August 1, 2003 (the "Pooling and Servicing Agreement"),
among Wachovia Commercial Mortgage Securities, Inc., as depositor
(the "Depositor"), Wachovia Bank, National Association, as master servicer,
Lennar Partners, Inc., as special servicer, and Wells Fargo Bank Minnesota,
N.A., as trustee, with respect to the Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-C6 (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


                                     L-2-1

<PAGE>

     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:____________________________


                                     L-2-2

<PAGE>


                                   EXHIBIT M

                           INITIAL COMPANION HOLDERS
                                   EXHIBIT M

                           INITIAL COMPANION HOLDERS



Name:   Capital Lease Funding, LLC, with respect to the Best Buy Companion Loan

        Address:  110 Maiden Lane, 36th Floor New York, New York 10005

        Wiring Instructions:    Wachovia Bank, NA
                                ABA # 053-000-219
                                Acct# 5000-0000-32044

        Tax Identification Number:

Name:   SLG 1370 Funding LLC, with respect to the 1370 Broadway Companion Loan

        Address:  420 Lexington Avenue, New York, New York 10170

        Wiring Instructions:    Bank: Fleet Bank
                                ABA: 011000138
                                CR Acct of: SL Green Management LLC,
                                Structured Finance0
                                Account#: 9419898447

        Tax Identification Number:

Name:   CBA-Mezzanine Capital Finance, LLC, with respect to the CBA
          Companion Loan

        Address:  51 JFK Parkway, 4th Floor, Short Hills, New Jersey 07078

        Wiring Instructions:    Wachovia Bank, NA
                                ABA # 021-101-108
                                Acct# 2000011299280


        Tax Identification Number:

Name:   The trust created under the 2003-C5 PSA, with respect to the Lloyd
        Center Companion Loan

        Address:  NC 1075, 8739 Research Drive URP4, Charlotte,
        North Carolina 28262-1075

        Wiring Instructions:    Wachovia Bank, NA
                                ABA # 053-000-219
                                Acct# 5000-0000-44663


        Tax Identification Number:


                                     M-1

<PAGE>



                                   EXHIBIT N

                        FORM OF PURCHASE OPTION NOTICE
                           PURSUANT TO SECTION 3.18



                                    [Date]


Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951

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 2003-C6

             Re: Wachovia Bank Commercial Mortgage Trust,
                 Commercial Mortgage Pass-Through Certificates, Series 2003-C6

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 August
1, 2003, by and among Wachovia Commercial Mortgage Securities, Inc., as
depositor, Wells Fargo Bank Minnesota, N.A., as trustee, Lennar Partners,
Inc., as special servicer, and Wachovia Bank, National Association, as master
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.


                                     N-1

<PAGE>

          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:



                                     N-2

<PAGE>


                                   EXHIBIT O

                                    FORM OF
                           NOTICE AND CERTIFICATION
                     REGARDING DEFEASANCE OF MORTGAGE LOAN

                  To:      Standard and Poor's Rating Service
                           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
                           August 1, 2003 (the "Pooling and Servicing
                           Agreement"), among the Master Servicer, Wells Fargo
                           Bank Minnesota, N.A., as Trustee, and others.

                  Date:    _________, 20___

                  Re:      Wachovia Bank Commercial Mortgage Trust,
                           Commercial Mortgage Pass-Through Certificates
                           Series 2003-C6

                           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 and, an allocated loan amount of
          $____________ or _______% of the entire principal balance of the
          Mortgage Loan;


                                     O-1

<PAGE>

          (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:

          (i) 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.

          (ii) The defeasance was consummated on __________, 20__. (iii) 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.


          (iv) 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.

          (v) 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.

          (vi) 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.

          (vii) The agreements executed in connection with the defeasance (i)
     grant control of the pledged securities account to 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


                                     O-2

<PAGE>

     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.

          (viii) 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. (ix)
     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 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").

          (x) 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.


                                      O-3

<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:



                                      O-4

<PAGE>


                                   EXHIBIT P

                     FORM OF DEPOSITOR CERTIFICATION TO BE
                            PROVIDED WITH FORM 10-K

                   Wachovia Bank Commercial Mortgage Trust,
                 Commercial Mortgage Pass-Through Certificates
                         Series 2003-C6 (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 n 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.


                                      P-1

<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 Minnesota, N.A.

Date: __________________________



_____________________________________
President and Chief Executive Officer
Wachovia Commercial Mortgage Securities, Inc.


                                      P-2

<PAGE>


                                   EXHIBIT Q

               FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                                BY THE TRUSTEE

                   Wachovia Bank Commercial Mortgage Trust,
                 Commercial Mortgage Pass-Through Certificates
                         Series 2003-C6 (the "Trust')

          I, [identify the certifying individual], a [title] of Wells Fargo
Bank Minnesota, 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 tie trustee;

Date: _________________________



________________________________
[Title]
Wells Fargo Bank Minnesota, N.A.


                                      Q-1


<PAGE>



                                   EXHIBIT R

                  FORM OF MASTER SERVICER CERTIFICATION TO BE
                            PROVIDED WITH FORM 10-K

                   Wachovia Bank Commercial Mortgage Trust,
                 Commercial Mortgage Pass-Through Certificates
                         Series 2003-C6 (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 b 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


                                      R-1

<PAGE>

     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).

Date: _____________________



___________________________________
[Title]
Wachovia Bank, National Association


                                      R-2

<PAGE>


                                   EXHIBIT S

               FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                            BY THE SPECIAL SERVICER

                   Wachovia Bank Commercial Mortgage Trust,
                 Commercial Mortgage Pass-Through Certificates
                         Series 2003-C6 (the "Trust")

          I, [identify the certifying individual], a [title] of Lennar
Partners, Inc., 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.


                                      S-1

<PAGE>

Date: _______________________



_____________________________
[Title] Lennar Partners, Inc.









                                      S-2